Visagar Polytex Ltd - Annual Report 2021

==> picture [540 x 143] intentionally omitted <==

VISAGAR POLYTEX LIMITED 38TH ANNUAL REPORT 2020-21

==> picture [575 x 92] intentionally omitted <==

==> picture [540 x 399] intentionally omitted <==

VISAGAR POLYTEX LIMITED

ANNUAL REPORT

==> picture [100 x 34] intentionally omitted <==

CORPORATE INFORMATION

BOARD OF DIRECTORS

Mr. Tilokchand Kothari Chairman & Managing Director Mr. Kanwarlal Rathi Executive Director (Resigned on 02[nd] January, 2021) Mr. Kaushal Singh Yadav Non-Executive Independent Director Mr. Subhankar Adhikary Non-Executive Independent Director (Resigned on 28.09.2020) Ms. Madhu Bala Vaishnav Non-Executive Independent Director Mr. Kuldeep Kumar Non-Executive Independent Director Mr. Vikramjit Singh Gill Executive Director (Appointed on 02.01.2021) Mr. Kailash Chhaparwal Non-Executive Non-Independent Director

KEY MANAGERIAL PERSONNEL

Mr. Sachin Chandrakant Mehta Chief Financial Officer Ms. Parul Gupta Company Secretary and Compliance Officer

SECURITIES LISTED ON

National Stock Exchange of India Limited BSE Limited

CORPORATE IDENTITY NUMBER

L65990MH1983PLC030215

==> picture [42 x 63] intentionally omitted <==

STATUTORY AUDITORS

S C MEHRA & ASSOCIATES LLP

Chartered Accountants

REGISTERED OFFICE

907/908, Dev Plaza, Opp. Andheri Fire Station, S.V. Road, Andheri- West, Mumbai- 400058.

42 First Floor, Singh Ind. Estate No. 3, Nr. Big Cinema Moviestar, Ram Mandir Road, Off. S.V. Road, Goregaon (W), Mumbai400104

REGISTRAR & SHARES TRANSFER AGENT

Adroit Corporate Services (P) Ltd.

19/20, Jafferbhoy Industrial Estate, 1st floor, Makwana Road, Marol Naka, Andheri (East), Mumbai – 400 059.

Tel. No.:42270400Website: www.adroitcorporate.com

==> picture [55 x 78] intentionally omitted <==

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

Notice of Annual General Meeting Directors’ Report Corporate Governance Report Management Discussion & Analysis Independent Auditor’s Report Annexure to Auditor’s Report Audited Financial Statements Notes to the Financial Statements	*CONTENTS* 3 19 57 86 91 97 107 117

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

2
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

VISAGAR POLYTEX LIMITED CIN: L65990MH1983PLC030215

Registered Office: 907/908, Dev Plaza, Opp. Andheri Fire Station, S.V. Road, Andheri (West), Mumbai-400058 Tel: 022-67424815; Website: www.visagarpolytex.in; Email: [email protected]

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 38[th] Annual General Meeting of the Members of VISAGAR POLYTEX LIMITED will be held on 28[th ] September, 2021, at 11.00 a.m. at 907/908, Dev Plaza, Opp. Andheri Fire Station, S.V. Road, Andheri (West), Mumbai 400058, India to transact the following business:

ORDINARY BUSINESS

To receive, consider and adopt the Audited Financial Statement as at March 31, 2021 and Profit & Loss Account of the Company for the year ended on that date together with the Reports of Directors and Auditors thereon.
To appoint a Director in place of Mr. Vikramjit Singh Gill (DIN: 08875328), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as on Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Sections 149,152 and any other applicable provisions of the Companies Act, 2013 and rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV of the Companies Act, 2013, approval of the members of the company be and is hereby accorded for the appointment of Mr. Vikramjit Singh Gill (DIN: 08875328), who was appointed by the Board of Directors as an Executive Director of the Company with effect from January 02, 2021 pursuant to the provisions of section 161(1) of the Companies Act, 2013 and pursuant to the applicable Articles of Association of the company, and who holds office upto the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 and who has submitted a declaration that she meets the criteria of the independent directorship as

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

provided in section 149(6) of the Act and he is not debarred from holding the office of director by virtue of any SEBI order or any other such authority, who is eligible for appointment, on recommendation of the Nomination and Remuneration Committee, be and is hereby appointed as an Independent Executive Director of the Company, who shall hold office for a period of five years from the date of appointment.

RESOLVED FURTHER THAT to give effect to this resolution the Board of Directors be and are hereby authorised to do all the acts, deeds, matters and things as they may in their absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard and to sign and execute all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient.”

Place: Mumbai Date: 2[nd] September, 2021

For Visagar Polytex Limited

Registered Office:

907/908, Dev Plaza, Opp. Andheri Fire Station, S.V. Road, Andheri (West), Mumbai – 400058.

Sd/Tilokchand Kothari Managing Director DIN: 00413627

NOTES:

The Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 (‘the Act’), which sets out details relating to Special Business at the meeting is annexed hereto. The relevant details of the Directors seeking re-appointment/ appointment pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and as required under Secretarial Standards - 2 on General Meetings issued by The Institute of Company Secretaries of India, are annexed.
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (“MEETING”) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF /HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTURMENT APPOINTING A PROXY IN ORDER TO BE VALID MUST BE DULY FILLED IN ALL RESPECTS AND SHOULD BE DEPOSITED AT THE

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

REGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

Pursuant to the provision of the Companies Act 2013 (hereinafter called “the Act”) and the Rules made thereunder person can act as a proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other shareholder.

Corporate Members intending to send their representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting.
In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.
Members holding Shares in single name and physical form are advised to make nomination in respect of shareholding in the Company. Members can avail of the Nomination facility by filing Form SH-13 with the Company or its Registrar. Blank Forms will be supplied on request. In case of shares held in Demat form, the nomination has to be lodged with their Depository Participants.
Members who hold shares in physical shares in multiple folios in identical names or joint holding in the same order of names are requested to send the share certificates to Adroit Corporate Services (P) Ltd. for consolidation into a single folio.
Members are informed that in case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.
Particulars of Bank mandates. Such changes are to be advised only to the Depository Participants.
Members, holding shares in physical form are requested to notify changes in address, if any, to the Registrars of the Company immediately, quoting their folio numbers. Members, holding shares in dematerialized form, should send the above information to the respective Depository Participants.
Members are requested to quote their Registered Folio Nos. on all correspondence with the Company.

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

5
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

The Register of Members and Share Transfer Books of the Company shall remain closed from September 22, 2021 to September 28, 2021 (both days inclusive) for the purpose of annual book closure.
The facility for voting through polling paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through polling paper. However, members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM, but shall not be entitled to vote again at the AGM.
Members are requested to bring the attendance slip duly filled in, for attending the Meeting. The Attendance slip is sent with this Annual Report. Members, who hold shares in Electronic Form, are requested to bring their Depository ID Number and Client ID Number to facilitate their identification for recording attendance at the forthcoming Annual General Meeting
The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts(s). Members holding shares in physical form can submit their PAN details to M/s. Adroit Corporate Services (P) Ltd., 19/20, Jafferbhoy Industrial Estate,1[st] floor, Makwana Road, Marol Naka, Andheri (East), Mumbai – 400059.
All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company during office hours on all working days except Saturdays between 11.00 a.m. to 02.00 p.m. up to the date of declaration of the result of the Annual General Meeting of the Company.
The Annual Report 2020-21 and Notice of the 38[th] Annual General Meeting of the Company along with Attendance Slip and Proxy Form are being sent in electronic form to all the members whose email IDs are registered with the Company/Depository Participants(s). For members who have not registered their email address, physical copies of the aforesaid documents are being sent in the permitted mode. Members who prefer physical copy to be delivered may write to the Company at its registered office or send an E-mail to [email protected] or [email protected] by providing their DP Id and Client Id as reference.
Members may also note that the Notice of the 38[th] Annual General Meeting and the Annual Report for 2020-21 will also be available on the Company’s website www.visagarpolytex.infor

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

their download. The physical copies of the aforesaid documents will also be available at the Company’s Registered Office for inspection during normal business hours on working days.

Members who wish to get any further information as regards the items to be transacted at the meeting are requested to write to Ms. Parul Gupta, Company Secretary atleast ten days prior to the Meeting so as to enable the management to reply at the meeting.
Members holding shares in physical form are requested to consider converting their holdings in dematerialised form to eliminate risks associated with physical shares and better management of the securities. Members can write to the company’s registrar and share transfer agent in this regard.
The route map showing directions to reach the venue of the 38[th] Annual General Meeting is annexed herewith the Notice.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTINGARE AS UNDER:-

The remote e-voting period begins on September 25, 2021 at 09:00 A.M. and ends on September 27, 2021 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. September 21, 2021 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being September 21, 2021.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

==> picture [457 x 27] intentionally omitted <==

----- Start of picture text -----

Type of shareholders Login Method
----- End of picture text -----

Type of shareholders Login Method	Type of shareholders Login Method	Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3. 4.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e- Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless votingexperience.

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

==> picture [457 x 128] intentionally omitted <==

Individual Shareholders 1. Existing users who have opted for Easi / Easiest, they can holding securities in login through their user id and password. Option will be demat mode with CDSL made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/loginor www.cdslindia.com and click on New System Myeasi.
1. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of eVoting service provider i.e. NSDL. Click on NSDL to cast your vote.
1. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistr ation
Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

9
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

Individual Shareholders
(holding securities in
demat mode) login
through their depository
participants

You can also login using the login credentials of your demat account
through your Depository Participant registered with NSDL/CDSL for
e-Voting facility. upon logging in, you will be able to see e-Voting
option. Click on e-Voting option, you will be redirected to
NSDL/CDSL Depository site after successful authentication, wherein
you can see e-Voting feature. Click on company name or e-Voting
service provider i.e. NSDL and you will be redirected to e-Voting
website of NSDL for casting your vote during the remote e-Voting
period

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 022- 23058738 or 022-23058542-43

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

B) Login Method for e-Voting shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
Your User ID details are given below :

	Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
	a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
	b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12 then your user ID is 12
	c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 118066 then user ID is 101456001

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
- (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
- (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronicallyon NSDL e Voting system.

- How to cast your vote electronicallyon NSDL e Voting system?

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle
Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period Now you are ready for e-Voting as the Voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

6. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at [email protected]

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

Process for those shareholders whose email ids are not registered with the depositories/ company for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected] .
In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 -

(A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

Alternatively shareholder/members may send a request to [email protected] procuring user id and password for e-voting by providing above mentioned documents.
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
a. In case a Member receives physical copy of the Notice of AGM[for members whose email IDs are not registered with the Company/Depository Participants(s) or requesting physical copy]:
(i) Initial password is provided as below/at the bottom of the Attendance Slip for the AGM: EVEN (Remote e-voting Event Number) USER ID PASSWORD/PIN
(ii) Please follow all steps from Sl. No. a above, to cast vote.
I. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads section ofwww.evoting.nsdl.com or call on toll free no.: 1800-222-990.
II. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/PIN for casting your vote.

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

NOTE: Shareholders who forgot the User Details/Password can use “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com

In case Shareholders are holding shares in demat mode, USER-ID is the combination of (DPID+ Client ID). In case Shareholders are holding shares in physical mode, USER-ID is the combination of (Even No + Folio No).

III. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).
IV. The voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date of 21[st ] September, 2021.
V. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. 21[st ] September, 2021, may obtain the login ID and password by sending a request at [email protected] or Issuer/RTA.

However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

VI. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM.
VII. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.
VIII. Mr. Vijay Ramesh Gupta, Practising Company Secretary, Proprietor of VRG& Associates, Company Secretaries, ACS 33236, has been appointed as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.
IX. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour 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 the voting forthwith.

X. The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company viz.www.visagarpolytex.in and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the National Stock Exchange of India Limited and BSE Limited.

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

ITEM NO: 3

Mr. Vikramjit Singh Gill (DIN: 08875328) was appointed as an Additional Executive Director w.e.f. January02, 2021 in accordance with the provisions of Section 161 of the Companies Act, 2013. Pursuant to Section 161 of the Companies Act, 2013 the above director holds office up to the date of the ensuing Annual General Meeting. Nomination and Remuneration Committee has recommended regularization of Mr. Vikramjit Singh Gillan Executive Director of the Company in accordance with the provisions of Section 160 and all other applicable provisions of the Companies Act, 2013.

In the opinion of the Board Mr. Vikramjit Singh Gill is a person of integrity, possesses the relevant expertise and experience, fulfils the conditions specified in the said Act and the rules made there under and is independent of the management of the Company. She is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.

The terms and conditions of appointment of the above Director shall be open for inspection by the Members at the Registered Office of the Company during Normal Business Hours on any working day. Members may note that the requisite declarations under Section 149(7) of the Companies Act, 2013 have been furnished by the Executive Directors confirming compliance with the provisions of Section 149 (6) of the Companies Act, 2013. Upon the confirmation of his appointment as Executive Director by the Members of the Company, the appointment shall be formalized by the issue of a letter of appointment by the Company to the said Executive Director. The Board accordingly recommends the Resolutions at Item No. 3 of this Notice for the approval of the Members as Ordinary Resolution.

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

None of the Directors or Key Managerial Personnel of the Company or their relatives other than Mr. Vikramjit Singh Gill is in any way concerned or interested, financially or otherwise, in the Resolution at Item No.3 of this Notice.

Annexure to Notice

Details of the Directors seeking appointment/re-appointment at the Annual General Meeting

(Pursuant to Regulation 36 (3) of the Listing Regulations, 2015 & Secretarial Standards-2 on General Meetings)

==> picture [439 x 285] intentionally omitted <==

----- Start of picture text -----

Name of Director Mr. Vikramjit Singh Gill
DIN 08875328
Date of Appointment 02.01.2021
Date of Birth 11/01/1991
Qualification Graduate
Brief Profile Mr. Vikramjit Singh Gill has done Graduation. He is
well acquainted and read with financial statement and
has additional knowledge of Audit matters.
Directorship in other Public limited Shalimar Productions Limited
Companies
No. of Shares held in the Company Nil
Own Beneficial Basis
Relationship with other Directors, None
Manager and other Key Managerial
Personnel
Chairman/Member of the 2
Committee of the Board of Directors
of the Company
Chairman/Member of the Nil
Committee of the Board of Directors
of other Public Companies
----- End of picture text -----*

*The Directorship above does not include Directorship held with Private and foreign companies and companies registered under Section 8 of the Companies Act, 2013.

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

ROUTE MAP FOR THE VENUE OF ANNUAL GENERAL MEETING

==> picture [431 x 256] intentionally omitted <==

Venue: 907/908, Dev Plaza, Opp. Andheri Fire Station, S.V. Road, Andheri (West), Mumbai 400058.

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

18
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

DIRECTORS’ REPORT

Dear Members,

Your Directors are pleased to present their 38[th] Annual Report for the financial year ended March 31, 2021:

BUSINESS PERFORMANCE:

==> picture [451 x 158] intentionally omitted <==

----- Start of picture text -----

(Rs. In Lacs)
YEAR ENDED YEAR ENDED
PARTICULARS 31.03.2021 31.03.2020
Revenue from operations 481.40 1016.96
Other income 30.11 14.44
Gross Income 511.51 1031.40
Total Expenses 507.33 2466.72
Net Profit Before Tax 4.18 (1435.32)
Provision for Tax - -
Net Profit After Tax 4.18 (1435.32)
----- End of picture text -----

OPERATIONS AND FUTURE PLANS:

Your Company has seen a decrease in turnover during the year under review which accounted for Rs. 481.40Lakhs as compared to Rs1016.96 Lakhs in FY 2020-21. The Company has incurred Net Profit of Rs.4.18 Lakhsas compared to Net Loss of Rs. (1435.32) Lakhs in FY 2019-20. Your Company is very much optimistic about the coming year. Since the Company is trying to reduce cost and expand its business, your Directors are hopeful that the results will be more encouraging.

Impact of Covid-19

During the year under review the incidence of Covid-19 developed into a global pandemic. The directors have assessed the impact of Covid-19 on the business at the balance sheet date and there are significant adverse impact in business revenue and changes as of the balance sheet date. The company continues to provide the services to its customers, although some parts of the business have been disrupted due to the current lockdown conditions in most part of the country. Due to the worldwide uncertainty caused by Covid-19, and its potential to impact the company, the company has put in place mitigation plans to minimize the adverse impact on both revenue and profitability. There are no

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of the report.

EXPANSION:

Your Company is continuously exploring opportunities for growth, expansion and modernization of its projects. In addition to the above growth efforts, the company is also contemplating setting up of and/or investing in some projects relating to the activities of the company.

DIVIDEND:

Your Directors have not recommended any dividend for the year ended March 31, 2021.

SHARE CAPITAL:

As at March 31, 2021, the Authorised share capital of the Company was Rs. 35,00,00,000(Rupees Thirty-Five Crores Only) divided into 35,00,00,000 (Thirty-Five Crores) Equity Shares of Re. 1/(Rupee One Only) each.

As at March 31, 2021, the paid-up Equity Share Capital of the Company stood at Rs. 29,27,00,534 (Rupees Twenty-Nine Crores Twenty-Seven lakhs five hundred &thirty-four only) divided into29,27,00,534 (Twenty-Nine Crores Twenty-Seven lakhs five hundred & thirty-four) Equity Shares of Re. 1/- (Rupee One Only) each.

BONUS:

During the year, no bonus shares are issued by the Company.

TRANSFER TO RESERVE:

The Board does not propose to make transfer to reserves for the year 2020-21.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the accounting standards issued by the Institute of Chartered Accountants of India.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

TRANSFER TO UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

FUND:

The amount of dividends remaining unpaid/unclaimed for seven years from the date of its transfer to the Unpaid Dividend Accounts of the Company is required to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government. An amount of Rs. 31,089.90/- declared for the year 2012-13 is unclaimed. If the same is not claimed by the Members, the said amount will be transferred to IEPF.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i) Retire by Rotation:
In accordance with the provisions of Section 152 of the Act, and that of Articles of Association of the Company, Mr. Vikramjit Singh Gill (DIN: 08875328) Director of the Company retires by rotation at this Annual General Meeting of the Company and being eligible, offers himself for reappointment.

ii) Change in Directors and Key Managerial Personnel’s:

Mr. Vikramjit Singh Gill has been appointed as an Additional Director of the company w.e.f 02[nd] January, 2021.

Mr. Kanwarlal Rathi resigned from the position of Independent Director of the Company w.e.f. 02[nd] January, 2021.

iii) Composition of Board of Directors and Key Managerial Personnel’s:

As on the date of this Board’s Report, i.e., as on September02, 2021, your Company’s Board of Directors comprises of the following Directors:

Name of the Director	Director Identification Number(DIN)	Category
Tilokchand Manaklal Kothari	00413627	Chairman &ManagingDirector
Kanwar Lal Rathi (Resigned on 02nd January,2021)	06441986	Executive Director
Vikramjit Singh Gill(Appointed on 02nd January,2021)	08875328	Executive Director

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

KuldeepKumar	08373716	Non-Executive Independent Director
Kaushal Singh Yadav	08484455	Non-Executive Independent Director
Madhubala Vaishnav	08376551	Non-Executive Independent Director
Kailash Ram Gopal Chhaparwal (Appointed on 03rdAugust,2021)	01211651	Non-Executive Non- Independent Director

As on the date of this Board’s Report, i.e., as September 02, 2021, your Company’s Key Managerial Personnel are as follows:

Name of KMP	Designation
Mr. Sachin Chandrakant Mehta	Chief Financial Officer
Ms. Parul Gupta	Company Secretary and Compliance Officer

iv) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

v) Meetings of the Board:

During the year ended March 31, 2021, Twelve(12) Board Meetings were held by the Company onJune 30, 2020; 28[th] July, 2020; 03[rd] August, 2020; 14[th] August, 2020; 14[th] September, 2020;28[th] September, 2020; 12[th] November, 2020; 04[th] December, 2020; 02[nd] January, 2021; 23[rd] January, 2021; 12[th] February, 2021and 02[nd] March, 2021.Details of the meetings and the attendance record of the Directors are mentioned in the Corporate Governance section which forms part of this Report.

vi) Committees of the Board:

At present, there are three (3) Committees of Board, i.e. Audit Committee, Stakeholders’ Relationship Committee & Nomination & Remuneration Committee. The Composition and other details related to the Committees have been stated in the Corporate Governance Report which forms part of this report.

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS:

All Independent Directors of your Company have individually and severally given a declaration pursuant to Section 149(7) of the Companies Act, 2013 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013. Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013, rules made thereunder as well as applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of your Company confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the directors had 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;
c) the directors had 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;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CHANGE IN THE NATURE OF BUSINESS:

During the period under review, there is no change in the nature of business of the Company. The Company continues to operate in the Textile Sector.

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Form MGT-9 as required under Section 92 of the Companies Act, 2013 (herein after referred to as "the Act") forms an integral part of this Report as “ Annexure A ”.

NOMINATION AND REMUNERATION COMMITTEE 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 details of this policy are explained in the Corporate Governance Report.The Nomination & Remuneration Policy is annexed as “ Annexure B ” to this Report. The Nomination & Remuneration Policy is also available in the website of the Company i.e.http://vpl.visagar.com/investors.html

AUDIT COMMITTEE:

Your Company has an Audit Committee in compliance with the provisions of the Companies Act, 2013as well as Part C of Schedule II of the Listing Regulations. The composition of the Audit Committee, detail of terms of reference, number and dates of meetings held and attendance of the Members therein have been specified separately in the attached Corporate Governance Report. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTY:

All related party transactions that were entered into by the Company during the financial year under review were on arms’ length basis and in the ordinary course of business. There are no material significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large, hence Form AOC-2 is not applicable to the Company.The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at thelink:http://vpl.visagar.com/attachments/PolicyonRelatedPartyTransactions.pdf

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

24
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

AUDITORS & THEIR REPORT:

a) Statutory Auditor:

S.C. Mehra & Associates LLP, Chartered Accountants (Firm Registration No, 106156W/W100305 ) is the Statutory Auditors of the Company appointed at the AGM in the year 2017 for a period of 5 years, till the conclusion of the Annual General Meeting to be held in the year 2022.

There is no audit qualification, reservation or adverse remark for the financial year under review.

Secretarial Auditor:

In compliance with the provisions of Sec 204 and other applicable provisions of Companies Act 2013, the Board of Directors have appointed Mr. Vijay Ramesh Gupta, Practising Company Secretary as Secretarial Auditors to undertake Secretarial Audit of the Company for the financial year ended March 31, 2021. The Secretarial Audit Report is attached herewith marked as “Annexure C” and forms an integral part of this report.

Secretarial Auditor has made and mentioned the following observation in its report:

(a) The listed entity has complied with the provisions of the above Regulations and circulars/guidelines issued thereunder, except in respect of matters specified below:-

1. During the year company has maintain minutes of board meeting and other committee in electronic mode.

2. As per Regulation 30 (LODR) Newspaper publication is not uploaded for Intimation of Board Meeting for the quarter ended 30th June, 2020.

3. During the year company has 4,35,00,000 forfeiture of convertible warrants issued on Preferential basis which is allotted on 14[th] March, 2018 to promoter &Non-promoters group. As per the terms of allotment of the said Warrants read with Chapter V of SEBI ICDR Regulations, 2018 (Chapter VII of SEBI ICDR Regulation, 2009) the Warrant holders were entitled to exercise the right attached to the said Warrants and subscribe to one (1) Equity Share of Rs. 1/- each against each Warrant, within a period of Eighteen (18) months from the date of allotment of such Warrants, i.e. on or before September 13, 2019.

4. During the Year company has received Show cause Notice from NSE due to Non-compliance with corporate governance under regulation 17 of SEBI (Listing Obligations & Disclosure

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

Requirements) Regulations, 2015 i.e. during the period from 01.04.2020 to 30.06.2020 the Board consisted of 2 Executive Directors & 3 Independent Director and not 6 Directors on Board as Members as Company comes under Top 2000 Market Cap as on March 31, 2020.

5. On BSE site the status of the company is showing “Additional Surveillance Measure” (ASM).

7. Company has appointed Independent Directors but the name of the Independent Directors has not registered under the Database of Independent Directors.

b) Internal Auditor:

M/s. Lakhpat M Trivedi& Co., Chartered Accountants, Mumbai (Registration No. 109047) was appointed as Internal Auditor of the Company for the FY 2020-2021 and the Internal Audit Report prepared by them was placed before the Audit Committee.

RISK MANAGEMENT:

Risk Management is a risk-based approach to manage an enterprise, identifying events that may affect the entity and manage risks to provide reasonable assurance regarding achievement of entity’s objective. The risk management process consists of risk identification, risk assessment, risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new risks. The Company has laid a comprehensive Risk Assessment and Minimization Procedure, which is reviewed by the Audit committee and approved by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. In the opinion of your Board, none of the risks which have been identified may threaten the existence of the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place an adequate budgetary control system and internal financial controls with reference to financial statements. No reportable material weaknesses were observed in the system during the previous fiscal. Further, the Company has laid down internal financial control policies and procedures which ensure accuracy and completeness of the accounting records and the same are adequate for safeguarding of its assets and for prevention and detection of frauds and errors, commensurate with the size and nature of operations of the Company. The policies and procedures are also adequate for orderly and efficient conduct of business of the Company.

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

26
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

PUBLIC DEPOSITS:

The Company has not accepted any deposit from the general public within the meaning of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION186:

Details of Loan, Guarantees and Investments covered under the provisions of the Act, are disclosed in the notes to the Financial Statements.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year ended March 31, 2021, there were no material changes and commitments affecting the financial position of the Company have occurred between the period ended March 31, 2021 to which financial results relate and the date of the Report.

CORPORATE SOCIAL RESPONSIBILITY:

Since the provisions as laid down in the Section 135 of the Companies Act, 2013 are not applicable to the Company, hence no such Committee has been formed. However, Company had always tried in its best possible ways to involve itself in social development activities.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.

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 Company’s Auditors confirming compliance forms an integral part of this Report.

INSURANCE:

The fixed assets of the Company have been adequately insured.

DEMATERIALISATION OF SHARES:

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No. INE370E01029 has been allotted for the Company Shares. The status of dematerialisation of shares as on March 31, 2021is mentioned in the Corporate Governance section which forms part of this Report.

LISTING OF SHARES:

The shares of your Company are listed at National Stock Exchange of India Limited and BSE Limited. The applicable Annual Listing fees have been paid to both the Stock Exchanges for the financial year 2020-21.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the Listing Regulations, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Company’s code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases. None of the personnel of the Company has been denied access to the Audit Committee.

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

28
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

The Policy is also available on the web-site at the weblinkhttp://vpl.visagar.com/attachments/Revisedvigilmechanismpolicy.pdf . The Audit Committee of Directors are entrusted with the responsibility to oversee the Vigil mechanism. During the year 2020-21, no complaints were received.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto excluding the information on employees’ particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2020 – 21.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING& OUTGO:

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134[3][m] of the Act read with the Companies [Accounts] Rules, 2014, are provided in the ‘Annexure D’ and forms part of this Report.

PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rule made thereunder. During the year under review, there were no cases filed or reported pursuant to the provisions of the said Act.

ACKNOWLEDGEMENT:

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

29
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Bankers, Business Associates and the Government and other regulatory authorities and thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.

By Order of the Board of Directors For VisagarPolytexLimite

Place: Mumbai Date: September 02, 2021

Sd/Tilokchand Kothari Chairman & Managing Director DIN: 00413627

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

30
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

ANNEXURE - A

Form No.MGT-9

Extract of Annual Return as on the financial year ended March 31, 2021 [Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS :

==> picture [464 x 322] intentionally omitted <==

----- Start of picture text -----

i) CIN L65990MH1983PLC030215
ii) Registration Date 16.06.1983
iii) Name of the Company VISAGAR POLYTEX LIMITED
iv) Category/Sub - Category of the
Company
v) Category Public Company
vi) Sub –Category Company limited by shares
vii) Address of the Registered Office 907/908, Dev Plaza, Opp. Andheri Fire Station,
S.V. Road, Andheri (West), Mumbai - 400058
viii) Contact Details 022-67424815
Email id:
[email protected]/[email protected]
ix) Whether listed company Yes
x) Name, Address and Contact details of
Registrar and Transfer Agent, if any
xi) Name Adroit Corporate Services (P) Limited
xii) Address 19/20, Jafferbhoy Industrial Estate, 1st Floor,
Makwana Road, Marol Naka, Andheri (East),
Mumbai – 400059.
xiii) Contact Tel: 42270414/42270423/42270426
Fax No.: 022 -28503748
Email id: [email protected]
----- End of picture text -----

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be stated: -

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

Sr. No	NameandDescriptionofmain products/ services	NIC Code of the Product/ service	% to total turnover of the company
1	Manufacture of Textiles	139	100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No.	Name andAddress of the Company	CIN/GLN	Holding/ Subsidiary /Associate	%of Shares held	Applicable Section
	NA	NA	NA	NA	NA

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

==> picture [521 x 277] intentionally omitted <==

----- Start of picture text -----

Category of No. of Shares held at the beginning of the No. of Shares held at the end of the year % Change
Shareholders year during the
year
Demat Physical Total % of Demat Physical Total % of
Total Total
Shares Shares
Promoter
1) Indian
a) Individual/ - - - - - - - - -
HUF
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp 2460533 - 2460533 0.84 2460533 - 2460533 0.84 -
e) Banks / FI - - - - - - - - -
f) Any Other
Directors 66050659 - 66050659 22.57 66050659 - 66050659 22.57 -
Directors’ 5028000 - 5028000 1.72 5028000 - 5028000 1.72 -
Relatives
Sub-total(A)(1):- 73539192 73539192 25.12 73539192 73539192 25.12 -
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

==> picture [520 x 507] intentionally omitted <==

----- Start of picture text -----

2) Foreign
a) NRIs- - - - - - - - - -
Individuals
b) Other- - - - - - - - - -
c) Individuals
d) Bodies Corp. - - - - - - - - -
e) Banks / FI - - - - - - - - -
f) Any Other…. - - - - - - - - -
g) Sub- - - - - - - - - -
total(A)(2):-
Total 73539192 - 73539192 25.12 73539192 - 73539192 25.12 -
Shareholding of
Promoters &
Promoter Group
(A)=(A)(1)
+(A)(2)
Public
Shareholding
1) Institutions
a) Mutual - - - - -
Funds
b) Banks / FI 180076 0 180076 0.06 112400 0 112400 0.04 0.02
c) Central - - - - - - - - -
Govt
d) State - - - - - - - - -
Govt(s)
e) Venture - - - - - - - - -
Capital
Funds
f) Insurance - - - - - - - - -
Companies
g) FIIs - - - - - - - - -
h) Foreign - - - - - - - - -
Venture
Capital
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

==> picture [520 x 511] intentionally omitted <==

----- Start of picture text -----

Funds
i) Others - - - - - - - - -
(specify)
j) Sub-total
(B)(1) 180076 0 180076 0.06 112400 0 124000 0.04 0.02
2) Non-
Institutions
a) Bodies
Corp.
ai) Indian 36454259 104852 36559111 12.49 20304430 104852 20409282 6.97 -5.52
aii) Overseas - - - - - - - - -
b)Individuals - - - - - - - - -
bi)Individual 93583382 459654 94043036 32.13 97756496 459654 98216150 33.56 1.43
shareholders
holding nominal
share capital
uptoRs. 1 lakh
bii)Individual 81170452 0 81170452 22.73 89422909 0 89422909 30.55 7.82
shareholders
holding nominal
share capital in
excess of Rs 1
lakh
c)Others
ci)Clearing 834911 - 834911 0.29 4501801 0 4501801 1.54 1.25
Member
cii) NRIs 6373756 - 6373756 2.18 6498800 0 6498800 2.22 0.04
b) Sub- 218416760 564506 218981266 74.81 218484436 564506 219048942 74.84 (0.03)
total(B)(2)
c)Total Public
Shareholding
(B)=(B)(1)+ 218596836 564506 219161342 74.88 218596836 564506 219161342 74.88 0.00
(B)(2)
d) Shares - - - - - - - - -
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

held by Custodian for GDRs & ADRs									0.00
e) Grand Total (A+B+C)	269136028	23564506	292700534	100.00	292136028	564506	292700534	100.00

ii. Shareholding of Promoters

==> picture [524 x 297] intentionally omitted <==

----- Start of picture text -----

Sr. Shareholder’s Shareholding at the beginning of
Shareholding at the end of the year
No Name the year
No. of % of total %of Shares No. of % of total % of Shares %
Shares Shares of Pledged/ Shares Shares of Pledged/ change
the encumbered to the encumbered to in share
company total shares company total shares holding
during
the year
1. Tilokchand 66050659 22.57 20.89 66050659 22.57 20.89 -
Manaklal Kothari
2. Trisha Media 2460533 0.84 - 2460533 0.84 - -
Limited
3. Sagar Tilokchand 5008000 1.71 - 5008000 1.71 - -
Kothari
4. Tilokchand 20000 0.01 - 20000 0.01 - -
Kothari (HUF)
Total 73539192 25.12 18.77 73539192 25.12 18.77 -
----- End of picture text -----

iii. Change in Promoters’ Shareholding (please specify, if there is no change)

	Sr. No	Name of the Shareholder	Shareholding at the beginning of theyear	Cumulative Shareholding during theyear

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

==> picture [523 x 351] intentionally omitted <==

----- Start of picture text -----

No. of shares % of total No. of shares % of total
shares of the shares of the
company company
1. Mr. Tilokchand Kothari
At the beginning of the year 66050659 22.57 66050659 22.57
Increase / Decrease during the year No change during the year
At the End of the year 66050659 22.57 66050659 22.57
2. Mr. Sagar Tilokchand Kothari
At the beginning of the year 5008000 1.71 5008000 1.71
Increase / Decrease during the year No change during the year
At the End of the year 5008000 1.71 5008000 1.71
3. Tilokchand Kothari (HUF)
At the beginning of the year 20000 0.01 20000 0.01
Increase / Decrease during the year No change during the year
At the End of the year 20000 0.01 20000 0.01
4. Trisha Media Ltd
At the beginning of the year 2460533 0.84 2460533 0.84
Increase / Decrease during the year No change during the year
At the End of the year 2460533 0.84 2460533 0.84
----- End of picture text -----

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. No .	Name of Shareholder	Shareholding at the beginning of the year	Shareholding at the beginning of the year	Change in Shareholding during theyear	Change in Shareholding during theyear	Shareholding at the end of the year	Shareholding at the end of the year
		No. of shares	% of total Share	Increase (No. of Shares)	Decrease (No. of Shares)	No. of shares	% of total Share Capital

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

==> picture [546 x 389] intentionally omitted <==

----- Start of picture text -----

Capital
1. Vinod Manilal Gala 0 0 8000000 -- 8000000 2.73
2. Pravin Nanji Gala HUF 0 0 5000000 -- 5000000 1.71
3. Dulcet Advisory Private Limited 4100000 1.40 -- 4100000 0 0
4. Mystic Electronics Limited 3500000 1.20 -- -- 3500000 1.20
5. Birla Power Solutions Limited 2637066 0.90 -- 2637066 0 0
6. Attribute Shares and Securities Private 2500000 0.85 -- 2500000 0 0
Limited
7. Hitesh Malsi Rita 0 0 2500000 -- 2500000 0.85
8. Forever Flourishing Finance & 2500000 0.85 -- 2500000 0 0
Investments Private Limited
9. Dhrumil Pravin Gala 2500000 0 300000 0 0
10. Golden Medows Export Private Limited 2500000 0.85 -- 2500000 0 0
11. Hitesh M Ritaa 2500000 0 2500000 0 0
----- End of picture text -----

Shareholding of Directors and Key Managerial Personnel:

Sr. N o	For Each of the Directors and KMP	Shareholding at the beginning of theyear	Shareholding at the beginning of theyear	Cumulative Shareholding during theyear	Cumulative Shareholding during theyear
		No. of Shares	% of total shares of the company	No. of shares	% of total shares of the company

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

==> picture [453 x 102] intentionally omitted <==

----- Start of picture text -----

1. Mr. Tilokchand Kothari
(Managing Director)
At the beginning of the 66050659 22.57 66050659 22.57
year
Increase / Decrease
during the year
At the End of the year 66050659 22.57 66050659 22.57
----- End of picture text -----

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

==> picture [463 x 263] intentionally omitted <==

----- Start of picture text -----

Particulars Secured Loans Unsecured Deposits Total
excluding Loans Indebtedness
deposits
Indebtedness at the beginning of the FY
i) Principal Amount 7,90,33,734 2,15,03,588 -- 10,05,37,322
ii) Interest due but not paid -- -- -- --
iii) Interest accrued but not -- -- -- --
Total(i+ii+iii) 7,90,33,734 2,15,03,588 -- 10,05,37,322
Change in Indebtedness during the FY
- Addition 35,90,840 -- -- 35,90,840
- Reduction -- 93,54,452 -- 93,54,452
Net Change 35,90,840 93,54,452 -- 1,29,45,292
Indebtedness at the end of the FY
i) Principal Amount 8,26,24,574 1,21,49,136 -- 9,47,73,710
ii) Interest due but not paid - - -- -
iii) Interest accrued but not - - -- -
due
Total (i+ii+iii) 8,26,24,574 1,21,49,136 -- 9,47,73,710
----- End of picture text -----

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/ or Manager

Sl. Particulars of Remuneration Name of MD/ WTD/ Manager Total

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

==> picture [469 x 261] intentionally omitted <==

----- Start of picture text -----

No Amount
Mr. Tilokchand Kothari
(Managing Director)
Gross salary
(a)Salary as per provisions contained
in section17(1) of the Income Tax NIL NIL
Act,1961
(b)Value of perquisites u/s 17(2) of NIL NIL
Income Tax Act, 1961
(c)Profits in lieu of salary under -- --
section 17(3) of Income Tax Act, 1961
Stock Option -- --
Sweat Equity -- --
Commission -- --
- as % of profit
- others, specify…
Others, please specify -- --
Total (A) NIL NIL
----- End of picture text -----

B. Remuneration to other directors:

Particulars of Remuneration	Name ofDirectors	Name ofDirectors				Total Amount
*(Sitting Fees)*
IndependentDirectors Fee for attending Board/Committee Meetings Commission Others,pleasespecify	--	--	--	--	--	--
Total(1)	--	--	--	--	--	--
OtherNon-Executive Directors Fee for attending board /	--	--	--	--		--

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

committeemeetings Commission Others,pleasespecify	--	--	--	--		--
Total(2)	--	--	--	--		--
Total(B)=(1+2)	--	--	--	--	--	--
TotalManagerial Remuneration	--	--	--	--		--
Overall Ceiling as per the Act	--	--	--	--		--

Remuneration to Key Managerial Personnel Other Than MD/ Manager/ WTD

==> picture [470 x 333] intentionally omitted <==

----- Start of picture text -----

Sl. Particulars of Key Managerial Personnel
no. Remuneration
Mr. Pravin Ms. Mariam Mr. Sachin Total
Mishra Bahnan Chandrakant
Company Company Mehta
Secretary Secretary
Gross salary
Salary as per provisions Rs. 1,05,000/- Nil Nil Rs. 1,05,000/-
contained in section
17(1) of the Income-tax
Act, 1961
Value of perquisites u/s -- -- -- --
17(2) Income-tax Act,
1961
Profits in lieu of salary -- -- -- --
under section 17 (3) of
Income Tax Act, 1961
Stock Option -- -- -- --
Sweat Equity -- -- -- --
Commission -- -- -- --
- as % of profit
- others, specify…
Others, please specify -- -- -- --
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

Total Rs. 1,05,000/Nil

Nil

Rs. 1,05,000/-

PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the companies Act	Type Section of the companies Act	Brief description	Details of Penalty/ Punishment/Compounding fees imposed Authority [RD/NCLT / Court]	Details of Penalty/ Punishment/Compounding fees imposed Authority [RD/NCLT / Court]	Appeal made. If any(give details)
Company
Penalty --		--	--	--	--
Punishment --		--	--	--	--
Compounding --		--	--	--	--
Directors
Penalty --		--	--	--	--
Punishment --		--	--	--	--
Compounding --		--	--	--	--
Other Officers InDefault
Penalty	--	--	--	--	--
Punishment	--	--	--	--	--
Compounding	--	--	--	--	--

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

41
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

ANNEXURE - B

NOMINATION & REMUNERATION POLICY

PREAMBLE:

This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19(4) read with Para A (1) of Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”),as amended from time to time. This policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.

APPLICABILITY:

This Policy is applicable to all the Directors, Key Managerial Personnel (KMP) and Senior Management team and other employees of Visagar Polytex Limited (“Company”).

DEFINITIONS:

i) “Act” means Companies Act, 2013 and rules framed thereunder as amended from time to time;
ii) “Board of Directors” or Board, in relation to the company, means the collective body of the Directors of the Company;
iii) “Company” means “ Visagar Polytex Limited ”; and
iv) “Policy” or “This policy” means Nomination and Remuneration Policy.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 and the Listing Agreement as may be amended from time to time shall have the meaning respectively assigned to them therein.

ROLE OF THE COMMITTEE:

The role of the Committee will be the following:

i) To formulate criteria for determining qualifications, positive attributes and independence of a Director;
ii) To formulate criteria for evaluation of Independent Directors and the Board;

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

iii) To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy;
iv) To carry out evaluation of Director’s performance; and
v) To recommend to the Board the appointment and removal of Directors and Senior Management.

APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT:

The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company’s Policy.
A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.

REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL:

Remuneration to Managing Director / Whole-time Directors:
a. The Remuneration/ Commission etc. paid to Managing Director / Whole-time Directors shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.
b. The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration of Managing Director / Whole-time Director.
Remuneration to Non- Executive / Independent Directors:
a. The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

b. All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

AMENDMENTS TO THE NOMINATION AND REMUNERATION POLICY:

The Board of Directors on its own and/or as per the recommendations of Nomination and Remuneration Committee can amend this policy, as deemed fit from time to time.

By Order of the Board of Directors For VisagarPolytex Limited

Place: Mumbai Date: September 02, 2021

Sd/Tilokchand Kothari Managing Director DIN: 00413627

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

44
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

ANNEXURE – C

FORM NO. MR - 3 SECRETARIAL AUDIT REPORT

FOR THE FINANICAL YEAR ENDED MARCH 31, 2021

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members,

Visagar Polytex Limited 907, Dev Plaza, 9[th] Floor, Opp. Andheri Fire Station(West) Mumbai-400059.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by VISAGAR POLYTEX LIMITED (hereinafter called the Company).

Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31[st] March, 2021 has complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31[st] March, 2021 according to the provisions of:

I. The Companies Act, 2013 (the Act) and the rules made thereunder;

II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of External Commercial Borrowings, Foreign Direct Investment and Overseas Direct Investment were not attracted to the Company during the Financial Year under Review;

V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

e. The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015.

V. Other applicable laws are as under:

The Information Technology Act, 2000.
The FEMA Act, 1999.

I have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards by the Institute of Company Secretaries of India.

During the period under review and as per the explanations and representations made by the management and subject to clarifications given to us, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, etc., except the following:

1. During the year company has maintain minutes of board meeting and other committee in electronic mode.

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

2. During the year company has 4,35,00,000 forfeiture of convertible warrants issued on Preferential basis which is allotted on 14th March, 2018 to promoter &Non-promoters group. As per the terms of allotment of the said Warrants read with Chapter V of SEBI ICDR Regulations, 2018 (Chapter VII of SEBI ICDR Regulation, 2009) the Warrant holders were entitled to exercise the right attached to the said Warrants and subscribe to one (1) Equity Share of Rs. 1/- each against each Warrant, within a period of Eighteen (18) months from the date of allotment of such Warrants, i.e. on or before September 13, 2019.

3. During the Year company has received Show cause Notice from NSE due to Non-compliance with corporate governance under regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 i.e. during the period from 01.04.2020 to 30.06.2020 the Board consisted of 2 Executive Directors & 3 Independent Director and not 6 Directors on Board as Members as Company comes under Top 2000 Market Cap as on March 31, 2020.

4. On BSE site the status of the company is showing “Additional Surveillance Measure” (ASM).

5. Company has appointed Independent Directors but the name of the Independent Directors has not registered under the Database of Independent Directors.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority of the decisions were carried out unanimously by the members of the Board and Committees and the same were duly recorded in the minutes of the meeting of the Board of Directors and Committees of the Company.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

47
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

I have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company.

In case of Direct and Indirect Tax Laws like Income Tax Act, 1961, Service tax Act, Central excise Act and Rules including CENVAT Rules & Custom Act, I have relied on the reports given by the Statutory Auditors of the Company.

I further report that during the audit period, the Company has not undertaken event/action having a major bearing on the Company’s affairs in pursuance of the above referred Laws, Rules, Regulations, Guidelines, Standards etc. referred to above.

This Report is to be read with our letter of even date which is annexed as Annexure and forms an integral part of this Report.

For VRG & Associates Practicing Company Secretaries

Sd/Vijay Ramesh Gupta Proprietor Membership No: 33236 C. P No: 22478 UDIN: A033236C000879059

Date: 02.09.2021 Place: Mumbai

This report should be read with my letter of even date which is annexed as Annexure-I and forms an integral part of this report.

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

48
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

Annexure-I

To, The Members VISAGAR POLYTEX LIMITED

Our report of even date is to be read along with this letter.

Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial record. The verification was done on test basis to ensure that the correct facts are reflected in secretarial records. We believe that the practices and processes, we followed provide a reasonable basis for our opinion.
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
Wherever required, we have obtained management representation about the compliance of laws, rules, regulations, norms and standards and happening of events.
The compliance of the provisions of Corporate and other applicable laws, rules, regulations, norms and standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.
The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
We have reported, in our audit report, only those non-compliance, especially in respect of filing of applicable forms/documents, which, in our opinion, are material and having major bearing on financials of the Company.

For VRG & Associates

Practicing Company Secretaries

Sd/Vijay Ramesh Gupta Proprietor Membership No: 33236 C. P No: 22478 UDIN: A033236C000879059

Date: 02.09.2021

Place: Mumbai

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

49
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

Secretarial compliance report of Visagar Polytex Limited for the year ended March 31, 2021

I, Vijay Ramesh Gupta, Practicing Company Secretary, have examined:

(a) all the documents and records made available to us and explanation provided Visagar Polytex Limited(“the listed entity”),
(b) the filings/ submissions made by the listed entity to the stock exchanges,
(c) website of the listed entity,
(d) any other document/ filing, as may be relevant, which has been relied upon to make this certification,

for the year ended March 31, 2021 (“Review Period”) in respect of compliance with the provisions of :

(a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued thereunder; and
(b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:-

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; not applicable to the Company during the review period
(e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; not applicable to the Company during the review period
(f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; not applicable to the Company during the review period
(g) Securities and Exchange Board of India(Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations,2013; not applicable to the Company during the review period
(h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

(i) Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996;
(j) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018; and circulars/ guidelines issued thereunder;

and based on the above examination, I/We hereby report that, during the Review Period:

(b) The listed entity has complied with the provisions of the above Regulations and circulars/guidelines issued thereunder, except in respect of matters specified below:-

Sr.No	Compliance Requirement (Regulations/ circulars / guidelines including specific clause)	Deviations	Observations/ Remarks of the Practicing Company Secretary
1.	Regulation 17- composition of board of directors- Regulation 17(1C)	Non-compliance with corporate governance requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015i.e.during the period from 01.04.2020 to 30.06.2020 the Board consisted of 2 Executive Directors &3 Independent Director and not 6 Directors on Board as Members as Company comes under Top 2000 Market Cap as on March 31, 2020.	The Company received notice from the Stock Exchanges (NSE) for the same wherein penalty of Rs.5,36,900/- by NSE was levied and the same was paid by the Company. Further, the Company complied with the regulation by appointing a new Non- Executive – Non-Independent Director on the Board (Mr. Kailash Ram Gopal Chhaparwal) on August 03, 2020 and made her the member of the Committee on August 03,2020.
2.	Regulation 17- composition of board of directors	Non-compliance with the requirement of the Constitution of the of board of directors i.e. during the period from 01.07.2020 to 03.08.2020 the Board consisted of 2 Executive Directors & 3 Independent Director and not 6 Directors on Board as Members as Company comes under Top 2000 Market Cap as on March 31, 2020.	The Company received notice from the Stock Exchanges (NSE) for the same wherein penalty of Rs. 1,94,700/- by NSE was levied and the same was paid by the Company. Further, the Company complied with the regulation by appointing a new Non- Executive – Non- IndependentDirector on the Board (Mr. Kailash Ram

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

Gopal Chhaparwal) on August 03, 2020 and made her the member of the Committee on August 03, 2020.

(c) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/guidelines issued thereunder insofar as it appears from my/our examination of those records.

(d) As informed and information provided to us, the following are the details of actions taken against the listed entity/its promoters/directors/material subsidiaries either by SEBI or by Stock Exchanges ( including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/Regulations and circulars/guidelines issued thereunder:

Sr. No.	Action taken by	Details of violation	Details of action taken E.g. fines, warning letter, debarment, etc.	Observations/ remarks of the Practicing Company Secretary, if any
1.	NSE	Regulation 17(1), 17(1A), 17(2), 17(2A), 18(1), 19(1)/(2), 20(2)/(2A), 21(2) and 27(2)	Non-compliance with corporate governance requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015i.e.during the period from 01.04.2020 to 30.06.2020 the Board consisted of 2 Executive Directors & 3 Independent Director and not 6 Directors on Board as Members as Company comes under Top 2000 Market Cap as on March 31, 2020.	The Company received notice from the Stock Exchanges (NSE) for the same wherein penalty of Rs. 5,36,900/- by NSE was levied and the same was paid by the Company. Further, the Company complied with the regulation by appointing a new Non-Executive – Non-Independent Director on the Board (Mr. Kailash Ram Gopal Chhaparwal) on August 03, 2020 and made her the member of the Committee on August 03,2020.
2.		Regulation 17- composition of board of directors	Non-compliance with the requirement of the Constitution of the of board of directors i.e. during the period from 01.07.2020 to 03.08.2020 the Board consisted of 2 Executive Directors &3 Independent Director and not 6 Directors on Board as Members as Company	The Company received notice from the Stock Exchanges (NSE) for the same wherein penalty of Rs. 1,94,700/- by NSE was levied and the same was paid by the Company. Further, the Company complied with the regulation by

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

comes under Top 2000 Market Cap as on March 31, 2020.

appointing a new Non-Executive – Non-Independent Director on the Board (Mr. Kailash Ram Gopal Chhaparwal) on August 03, 2020 and made her the member of the Committee on August 03, 2020.

(e) The listed entity has taken the following actions to comply with the observations made in previous reports:

Sr. No. Observations of the Observations made in Actions taken by Comments of the Practicing Company the secretarial the listed entity, if Practicing Secretary in the previous compliance report for any Company reports the year ended… Secretary on the (The years are to be actions taken by mentioned) the listed entity NA for the review period

For VRG & Associates

Sd/-

Vijay Ramesh Gupta M No. 33236 CP No. 22478 UDIN: A033236C000502012

Date: 23/06/2021 Place: Mumbai

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Part C (10) (i) of Schedule V of Security and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015)

To The Members, Visagar Polytex Limited

We have examined the status of the directorship of the all the directors of the Company, in our opinion and to the best of our information, we certify that none of Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Board/ Ministry of Corporate Affairs or any such other Statutory Authority.

For VRG & Associates Practicing Company Secretaries

Sd/-

Vijay Ramesh Gupta Proprietor Membership No: 33236 C. P No: 22478 UDIN: A033236C000881151

Date: 02.09.2021 Place: Mumbai

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

54
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

ANNEXURE - D

Information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as provided under section 134[3][m] of the Companies Act, 2013 read with Rule No. 8 of the Companies [Accounts] Rules, 2014

A. Conservation of Energy:

Steps taken or impact on conservation of energy:
The Company always gives its utmost priority on conversation of Energy. Company, from time to time, also issues directives to the staff and labour to conserve energy by switching off the devices when not in use. The operators at the manufacturing unit are also informed to switch off machinery when not in use.
Steps taken for utilization of alternate sources of energy There are no specific steps taken by the Company for utilising alternate sources of energy.
Capital Investment on energy conservation equipments

No capital investment has been made during the year on energy conservation equipments.

B. Technology absorption:

Efforts made towards technology absorption

No specific efforts taken towards technology absorption.

2. Benefits Derived

No such benefits derived in the current year.

Details of technology imported in last four years:

Below are the details of new technology imported in last three years:

a. Details of technology imported	22 multi-head embroidery machinery via High Seas Sale Agreement amounting to Rs. 409.17 Lacs.
b. Year of import	FY 2015-16

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

c. Whether the technology been fully absorbed	Yes
d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof;	N.A.

4. Expenditure incurred on Research and Development

The Company has incurred expenditure on designing which can be termed as research & development.

C. Foreign exchange earnings and outgo:

During the year, there were no foreign exchange inflows or outgo.

FORM “A”

Form for disclosure of particulars with respect to conservation of energy

A)	Power & Fuel Consumption Year ended 31.03.2021 Year ended 31.03.2020
1.	Electricity Purchased
	Units consumed 51,494 1,30,119
	Total Amount Rs. 4,21,635 Rs. 10,65,402
	Average Rate/Unit(in Rs.) Rs. 8.19 Rs. 8.19

B)	Consumption per unit of production
	Currently the Company is involved in doing job work on the manufactured cloth. The per unit consumption of electricity cannot be measured as the unit is number of stitches which cannot be calculated as the number are veryhigh.

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

56
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

CORPORATE GOVERNANCE REPORT

INTRODUCTION:

A Report on compliance with the principles of Corporate Governance as prescribed by The Securities and Exchange Board of India (SEBI) in terms of Regulation 34 read with Chapter IV and Schedule V of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 is given below:

COMPANY’S PHILOSOPHY ON THE CODE OF GOVERNANCE:

The Company’s philosophy of Corporate Governance is founded on the pillars of fairness, accountability, disclosures and transparency. These pillars have been strongly cemented which is reflected in your Company’s business practices and work culture. The sound governance processes and systems guide the Company on its journey towards continued success. The practice of responsible governance has enabled your Company to achieve sustainable growth, while meeting the aspirations of its stakeholder’s and societal expectations.

Your Company is committed to sound principles of Corporate Governance with respect to all of its procedures, policies and practices. The governance processes and systems are continuously reviewed toensure highest ethical and responsible standards being practiced by your Company. Comprehensive disclosures, structured accountability in exercise of powers, adhering to best practices and commitment toCompliance with regulations and statutes in letter as well as spirit have enabled your Company to enhance shareholder value. In fact, this has become an integral part of the way the business is done.

The Company recognizes that good Corporate Governance is a continuous exercise and reiterates its commitment to pursue highest standards of Corporate Governance in the overall interest of all its stakeholders for effective implementation of the Corporate Governance practices.

The Company’s governance framework is based on the following principles:

Appropriate composition and size of the Board, with each member bringing in expertise in their respective domains;
Availability of information to the members of the Board and Board Committees to enable them to discharge their fiduciary duties;

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

Timely disclosure of material operational and financial information to the stakeholders;
Systems and processes in place for internal control; and
Proper business conduct by the Board, Senior Management and Employees.

The Company continues to focus its resources, strengths and strategies to achieve the vision of becoming a Global leader in Textiles, Apparel, Garmenting and Lifestyle Brands while upholding the core values of Quality, Trust, Leadership and Excellence.

I. BOARD OF DIRECTORS

The Board of Directors (“the Board”)is entrusted with the ultimate responsibility of the management, general affairs, direction and performance of the Company and has been vested with requisite powers, authorities and duties. The Management Committee of the Company is headed by the Managing Director and has functional heads as its members, which look after the management of the day-to-day affairs of the Company.The Board meets atleast once a quarter to review quarterly results and consider other items on the Agenda as well as in the event of Annual General Meeting of the Company. In addition to the quarterly meetings, the Board convenes its meetings as and when necessary.

The Company has a judicious Combination of Executive and Non- Executive Directors. As on March 31, 2021, the Board comprised of 6 Directors out of which two are Executive Directors, One is NonExecutive - Non Independent Director and three are Independent Non-Executive Directors. The Chairman of the Board is an Executive Director.

a) Composition and Category

The Board of Directors of the Company represents an optimum combination of Executive and NonExecutive Directors for its independent functioning. The composition of Board of Directors of the Company is in compliance with the provisions of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of each member of the Board along with the number of Directorship(s)/ Committee Membership(s)/ Chairmanship(s) are provided herein below:

	0	Category of Directorship	Number of Directorshipin	Number of Membership/ Chairmanshipin Committees of

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

==> picture [453 x 334] intentionally omitted <==

----- Start of picture text -----

Public Limited Boards of Public Limited
Companies Companies (including Visagar
(including Polytex Limited) #
Visagar As Chairman As Member
Polytex
Limited) ^
Mr. Tilokchand Promoter, Chairman 5 3 2
Kothari & Managing
Director
Mr. Kanwar Lal Executive Director 2 0 0
Rathi
Mr. Shubhankar Independent, Non - 2 0 4
Adhikary Executive Director
Mr. Kaushal Singh Independent, Non - 1 2 0
Yadav Executive Director
Ms. Madhubala Independent, Non - 4 3 8
Vaishnav Executive Director
Mr. Kuldeep Kumar Independent, Non - 4 2 8
Executive Director
Mr. Kailash Ram Independent, Non - 5 0 0
Gopal Chhaparwal Executive Director
Mr. Vikramjit Singh Executive Director 2 0 0
Gill
----- End of picture text -----

^Excludes Private Companies, Foreign Companies and Companies registered under Section 8 of the Companies Act, 2013.

#Includes only the membership of Audit and Stakeholders’ Relationship Committees of Indian public limited companies.

As on March 31, 2021, the Board of Directors of the Company consist of two (2) Executive Directors One (1) Non-Executive - Non Independent Directorand three (3) Independent Non- Executive Directors. The Chairman of the Board is an Executive Director. The number of Independent Directors is more than half of the entire Board.

As on the date of this Corporate Governance Report, i.e., as on 31[st] March, 2021, your Company’s Board of Directors comprises of the following Directors:

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

==> picture [458 x 171] intentionally omitted <==

----- Start of picture text -----

Name of the Director Director Category
Identification
Number (DIN)
Mr. Tilokchand Kothari 00413627 Chairman & Managing Director
Mr.KanwarLalRathi 06441986 Executive Director
Mr. Shubhankar Adhikary 08371957 Non-Executive Independent Director
Mr. Kaushal Singh Yadav 08484455 Non-Executive Independent Director
Ms. Madhubala Vaishnav 08376551 Non-Executive Independent Director
Mr. Kuldeep Kumar 08373716 Non-Executive Independent Director
Mr. Kailash Ram Gopal 01211651 Non-Executive Independent Director
Chhaparwal
Mr. Vikramjit Singh Gill 08875328 Executive Director
----- End of picture text -----

The details of Directorship(s) held in other Listed companies are as under:

==> picture [461 x 197] intentionally omitted <==

----- Start of picture text -----

Name of the Director List Category of Directorship
of Directorship held in other
Listed Companies
Mr. Tilokchand Kothari 1. Shalimar Productions Ltd Executive Director
2. Maharashtra Corporation Executive Director
3. Visagar Financial Services Ltd Executive Director
Mr. Kanwarlal Rathi Maharashtra Corporation Ltd Whole-time Director
Mr. Shubhankar Adhikary Osiajee Texfab Limited NIL
Mr. Kaushal Singh Yadav Visagar Polytex Limited Independent Director
Ms. Madhubala Vaishnav 1. Shalimar Productions Ltd Independent Director
2. Maharashtra Corporation Ltd Independent Director
3. Visagar Financial Services Ltd Independent Director
Mr. Kuldeep Kumar 1. Shalimar Productions Ltd Independent Director
2. Maharashtra Corporation Ltd Independent Director
3. Visagar Financial Services Ltd Independent Director
----- End of picture text -----

ii) Board Meetings and Attendance

During the year ended March 31, 2021, Twelve (12) Board Meetings were held by the Company on June 30, 2020; 28[th] July, 2020; 03[rd] August, 2020; 14[th] August, 2020; 14[th] September, 2020;

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

28[th] September, 2020; 12[th] November, 2020; 04[th] December, 2020; 02[nd] January, 2021; 23[rd] January, 2021; 12[th] February, 2021 and 02[nd] March, 2021.

The Attendance Record of each Director at Board Meetings and the last Annual General Meeting (AGM) is as under:

==> picture [425 x 169] intentionally omitted <==

----- Start of picture text -----

No. of Board Attendance at last AGM
Sr. No. Name of Directors
Meetings attended held on 29.12.2020
1. Mr. Tilokchand Kothari 12 Yes
2. Mr. KanwarLalRathi 9 No
3. Mr. Shubhankar Adhikary 6 NA
4. Mr. Kaushal Singh Yadav 12 Yes
5. Ms. Madhubala Vaishnav 12 Yes
6. Mr. Kuldeep Kumar *** 6 Yes
Mr. Kailash Ram Gopal NA
7. Chhaparwal 8
8. Mr. Vikramjit Singh Gill# 3 NA
*----- End of picture text -----

*Mr. KanwarLal Rathi resigned from the position of directorship w.e.f 02[nd] January, 2021.

**Mr. Shubhankar Adhikary resigned from the position of directorship w.e.f 28[th] September, 2020.

***Mr. Kuldeep Kumar appointed as a director w.e.f 28[th] September, 2020.

**** Mr. Kailash Ram Gopal Chhaparwal appointed as a director w.e.f 03[rd] August, 2020.

# Mr. Vikramjit Singh Gill appointed as a director w.e.f 02[nd] January, 2021.

iii) Skills/ Expertise/ Competencies of the Board of Directors

The following is the list of core skills/ expertise/ competencies identified by the Board of Directors as required in the context of the Company’s business and that the said skills are available with the Board Members:

1. Leadership Qualities

Industry knowledge and experience
Experience and exposure in policy shaping and industry advocacy

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

Understanding of relevant laws, rules, regulations and policies
Corporate Governance
Financial expertise
Risk Management
Information Technology

iv) Details of Directors’ relation inter-se and shares held by them

As on March 31, 2021, the number of shares held by the Directors is follows:

==> picture [454 x 171] intentionally omitted <==

----- Start of picture text -----

Inter-se Relation between Directors
Sr. No. Name of Directors No. of Shares held
1. Mr. Tilokchand Kothari Maternal Uncle of Mr. Kanwarlal 6,60,50,659
Rathi
2. Mr. Kanwar Lal Rathi Nephew of Mr. Tilokchand Kothari --
3. Mr. Shubhankar Adhikary None --
4. Mr. Kaushal Singh Yadav None --
5. Ms. Madhubala Vaishnav None --
6. Mr. Kuldeep Kumar None --
7. Mr. Kailash Ram Gopal None --
Chhaparwal
8. Mr. Vikramjit Singh Gill None --
----- End of picture text -----

v) Familiarization Programme for Independent Directors

Pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the familiarization program aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under The Companies Act, 2013 and other statutes. The Chairman and Managing Director also has a one to one discussion with the newly appointed Director to familiarize him with the Company’s operations. Further, on an ongoing basis as a part of Agenda of Board / Committee Meetings, presentations are regularly made to the Independent Directors on various matters inter-alia covering the Company’s The detail of the familiarization programme imparted to Independent Directors during the year is available on the following

linkhttp://vpl.visagar.com/attachments/FamiliarizationProgrammeIndependentDirectors.pdf.

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

II. COMMITTEES OF BOARD

Currently, your Company has three Board Committees. They are - Audit Committee, Stakeholders’ Relationship Committee and Nomination & Remuneration Committee.

I. Audit Committee

i. Broad Terms of Reference

Your Company has an Audit Committee in compliance with Section 177 of the Companies Act, 2013 andRegulation 18 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations). The terms of reference & functions of the Audit Committee are prescribed under Part C of Schedule II of The SEBI (LODR) Regulations, 2015 which are as follows:

Oversight of the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient, and credible;
Recommendation for appointment, remuneration, and terms of appointment of auditors of the Company;
Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the board for approval, with particular reference to:
a. matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
b. changes, if any, in accounting policies and practices and reasons for the same;
c. major accounting entries involving estimates based on the exercise of judgment by management;
d. significant adjustments made in the financial statements arising out of audit findings;
e. compliance with listing and other legal requirements relating to financial statements;
f. disclosure of any related party transactions;
g. modified opinion(s) in the draft audit report;
Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
Reviewing, with the management, the statement of uses / application of funds raised through an issue such as public issue, rights issue, preferential issue etc., the statement of funds utilized for

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

Reviewing and monitoring the auditor’s independence and performance and effectiveness of audit process;
Approval or any subsequent modification of transactions of the Company with related parties;
Scrutiny of inter-corporate loans and investments;
Valuation of undertakings or assets of the Company, wherever it is necessary;
Evaluation of internal financial controls and risk management systems;
Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
Discussion with internal auditors of any significant findings and follow up there on;
Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity, or a failure of internal control systems of a material nature, and reporting the matter to the board;
Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
To look into the reasons for substantial defaults in the payment to the depositors, debenture (in case of non-payment of declared dividends), and creditors;
To review the functioning of the Whistle Blower mechanism;
Approval of the appointment of Chief Financial Officer after assessing the qualifications, experience, and background of the candidate;
Performing any other function as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee is empowered pursuant to its terms of reference:

i) Investigation of any activity within its terms of reference;
ii) Seeking information from any of the employees while investigating;
iii) Obtaining outside legal or other professional advice on any matter as it may consider necessary.

Composition of the Committee

As on March 31, 2021, the composition of the Audit Committee of the Company is as follows:

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

64
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

==> picture [452 x 76] intentionally omitted <==

----- Start of picture text -----

Name of the Member Designation Category
Mr. Kaushal Singh Yadav Chairman Independent, Non-Executive
Ms. Madhubala Vaishnav Member Independent, Non-Executive
Mr. Shubhankar Adhikary Member Independent, Non-Executive
Mr. Kuldeep Kumar Member Independent, Non-Executive
----- End of picture text -----

The Committee has been reconstituted-

*Mr. Shubhankar Adhikary ceased to be chairman of this committee w.e.f. 28.09.2020. In the same meeting Mr. Kuldeep Kumar has been inducted as Member.

ii. Meeting & Attendance

During the year ended March 31, 2021, Five (5) Meetings of Audit Committee were held on June 30, 2020; September 14, 2020; November 12, 2020; January 02, 2021; and February 12, 2021. The details of the meetings attended by the Members during the year are as follows:

==> picture [345 x 98] intentionally omitted <==

----- Start of picture text -----

No. of Committee No. of Committee
Name of the Member
Meetings held Meetings Attended
Mr. Kaushal Singh Yadav 5 5
Ms. Madhubala Vaishnav 5 5
Mr. Shubhankar Adhikary 5 2
Mr. Kuldeep Kumar 5 3
----- End of picture text -----*

The Committee has been reconstituted-

*Mr. Shubhankar Adhikary ceased to be chairman of this committee w.e.f. 28.09.2020. In the same meeting Mr. Kuldeep Kumar has been inducted as Member.

II. Nomination & Remuneration Committee

The Nomination and Remuneration Committee constituted by the Board of Directors of the Company, acts in consonance with the prescribed provisions of Section 178 of the Companies Act, 2013 and Regulation 19(4) read with Part-D of Schedule-II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

i. The Broad terms of reference and functions of the Nomination and Remuneration Committee are as follows:

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

a) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;
b) Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors;
c) Devising a policy on diversity of Board of Directors;
d) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.
e) Deciding whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of Independent Directors.

ii. Composition of the Committee

As on March 31, 2021, the composition of the Nomination & Remuneration Committee of the Company is as follows:

Name of the Member	Designation	Category
Mr. Kaushal Singh Yadav	Chairman	Independent, Non-Executive
Ms. Madhubala Vaishnav	Member	Independent, Non-Executive
Mr. Shubhankar Adhikary	Member	Independent, Non-Executive
Mr. KuldeepKumar*	Member	Independent, Non-Executive

The Committee has been reconstituted-

*Mr. Shubhankar Adhikary ceased to be chairman of this committee w.e.f. 28.09.2020. In the same meeting Mr. Kuldeep Kumar has been inducted as Member.

iii. Meeting& Attendance

During the year ended Eight (8) Meetings of Nomination & Remuneration Committee were held on June 30, 2020; July28, 2020; August03, 2020; September 28, 2020; November 12, 2020; January 02, 2021; January23, 2021; and 02[nd] March, 2021. The details of the meetings attended by the Members during the year are as follows:

No. of Committee No. of Committee Name of the Member held Meetings Attended

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

Mr. Kaushal Singh Yadav	8	8
Ms. Madhubala Vaishnav	8	8
Mr. Shubhankar Adhikary	8	5
Mr. KuldeepKumar*	8	4

The Committee has been reconstituted-

*Mr. Shubhankar Adhikary ceased to be chairman of this committee w.e.f. 28.09.2020. In the same meeting Mr. Kuldeep Kumar has been inducted as Member.

III. Stakeholders’ Relationship Committee

The composition of the Stakeholders’ Relationship Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations).

The Committee is responsible for addressing the investor complaints and grievances. The Committee meets on a periodic basis to address the investor complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc. Details of grievances of the investors are provided hereunder.

i. Composition & Attendance

As on March 31, 2021, the composition of the Stakeholders’ Relationship Committee of the Company is as follows:

==> picture [452 x 77] intentionally omitted <==

The Committee has been reconstituted-

*Mr. Shubhankar Adhikary ceased to be chairman of this committee w.e.f. 28.09.2020. In the same meeting Mr. Kuldeep Kumar has been inducted as Member.

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

ii. Meeting& Attendance

During the year ended March 31, 2021, Four (4) Meetings of Stakeholders’ Relationship Committee were held on June 30, 2020; September 14, 2020; November 12, 2020; and February 12, 2021. The details of the meetings attended by the Members during the year are as follows:

==> picture [348 x 89] intentionally omitted <==

----- Start of picture text -----

Name of the Member No. of Committee No. of Committee
held Meetings Attended
Mr. Kaushal Singh Yadav 4 4
Ms. Madhubala Vaishnav 4 4
Mr. Shubhankar Adhikary 2 2
Mr. Kuldeep Kumar 2 2
----- End of picture text -----*

The Committee has been reconstituted-

*Mr. Shubhankar Adhikary ceased to be chairman of this committee w.e.f. 28.09.2020. In the same meeting Mr. Kuldeep Kumar has been inducted as Member.

Criteria for Performance Evaluation of Independent Directors

The criteria for performance evaluation of Independent Directors cover the areas relevant to the functioning of the Independent Director such as preparation, participation, conduct and effectiveness. The performance evaluation of Independent Directors was done by the entire Board of Directors and in the evaluation the Director(s) who is subject to evaluation did not participate.

iii. Investor Complaints attended & resolved during the year:

Number of shareholders complaints received so far and number of complaints solved to the satisfaction of shareholders.

==> picture [406 x 132] intentionally omitted <==

----- Start of picture text -----

Sr. Investor Complaints No. of Complaints attended/resolved
No. during 2020-21
1. Number of complaints pending at the Nil
beginning of the financial year 2020-21
2. Number of complaints received during Nil
the financial year 2020-21
3. Number of complaints redressed Nil
during the financial year 2020-21
4. Number of Complaints remaining Nil
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

unresolved at the end of the year

iv. Compliance Officer

Mr. Pravin Mishra is the Company Secretary & Compliance Officer of the Company as per Regulation 6(1) of SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015 w.e.f. 23.01.2021 and Ms. Mariam Bahnan was appointed as Company Secretary of the Company w.e.f. 23.01.2021 and resigned on 02.03.2021 due to some personal reasons.

III. REMUNERATION OF DIRECTORS

i. Details of Sitting Fees paid:

The Non-Executive and Independent Directors are paid sitting fees for each meeting of the Board and the Committee thereof which is decided by the Board and are within the limits as prescribed under Companies Act, 2013. Apart from payment of Sitting Fees for attending the Meetings of the Board of Directors and /or Committee thereof, no other remuneration is paid to Independent/Non-executive Directors of the Company.

Name of Director	Sitting Fees(Rs.)
Mr. Subhankar Adhikary	Nil
Ms. Madhubala Vaishnav	Nil
Mr. Kaushal Singh Yadav	Nil
Mr. Kuldeep Kumar*	Nil

ii. Pecuniary transactions with Non-Executive Directors

During the year under review, there were no pecuniary transactions with any of the Non-Executive Director of the Company.A declaration to this effect is also submitted by all the Directors at the beginning of each financial year. The register of Contracts is maintained by the Company under section 189 of the Companies Act, 2013. The register is signed by all the directors present at the respective Board meetings.

iii. Criteria of Making Payments

Non-Executive Directors of the Company are paid sitting fees for attending Board and Committee Meetings and no Commission is drawn by either of them during the year under review.

iv. Disclosures regarding remuneration to Executive Directors

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

In 2020-21, the Company did not advance any loans to any of the Executive and/or Non-Executive Directors. Remunerations paid to the Managing Director and Executive Directors are recommended first by the Committee, and then approved by the Board of Directors and thereafter by the members in General Meeting etc, as applicable.

The details of remuneration paid to the Executive directors are as follows:

Name of Director	Salary (Rs.)
Mr. Tilokchand Kothari*	NIL

*Benefits to Mr. Tilokchand Kothari

Leave travel concession for self and family once in a year;
Chauffer driven car;
Reimbursement of actual medical expenses incurred in India or abroad for self and family including hospitalization expenses, treatment expenses and in case of medical treatment abroad, the air fare, boarding/lodging, travel, etc., for self and family and attendant;
Medical/Personal accident/ Travel insurance: Actual premium to be paid by the Company for self & family;
Free telephone facility at residence including mobile phone & other suitable communication facilities;
Re-imbursement of salary paid to household maids/servants upto two numbers and not beyond that.

v. Other Disclosures

Your Company has not granted any Stock options to any of its directors & has no Stock option plans for the directors hence, it does not form a part of the remuneration package payable to any Executive and/or Non-Executive Director. During the year under review, none of the directors was paid any performance-linked incentive. No pension is paid or payable to any of the Director of the Company during the year.

Also, the Remuneration Policy, inter alia, disclosing criteria of making payments to Directors, Key Managerial Personnel and employees is placed on the Company’s website www.visagarpolytex.in.

IV. PERFORMANCE EVALUATION

Pursuant to the provisions of Companies Act, 2013 and Regulation 25 of the SEBI (LODR) Regulations, 2015, the Board has carried out the annual performance evaluation of its own

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

performance, the Directors individually as well as the evaluation of all the Committees of the Board. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

V. SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, a separate meeting of Independent Directors was held on February 12, 2021, interalia, to discuss:

Evaluation of the performance of Non-Independent Directors and Board of Directors as a whole;
Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors; and
Evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and necessarily perform its duties.

All the Independent Directors of the Company were present at the meeting.

VI. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Whistle Blower Policy and Vigil Mechanism provides a channel to the employees to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy and also provides for adequate safeguards against victimization of employees by giving them direct access to the Chairman of the Audit Committee in exceptional cases.The Protected Disclosures, if any reported under this Policy will be appropriately and expeditiously investigated by the Chairman.

The Policy covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of Company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

or activity on account of which the interest of the Company is affected and formally reported by whistle blowers concerning its employees.

Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The Whistle Blower Policy of the Company is also posted on the website of the Company - http://vpl.visagar.com/attachments/WhistleblowerVigilPolicy.pdf.

VII. RISK MANAGEMENT

Your Company is not required to form a Risk Management Committee. However, it has procedures to inform Board of Directors about risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through the means of properly defined framework. Your Company had framed a policy which can be viewed on the website of the Company – www.visagarpolytex.inin the “Investors Section”.

VIII. GENERAL BODY MEETINGS:

a) Annual General Meeting

The details of last three (3) three Annual General Meetings and the Special resolution passed thereat are given below:

Financial	Day & Date	Venue	Time
Year
2019-20	Tuesday December 29, 2020	907/908, Dev Plaza, Opp. Andheri Fire Station, S.V. Road, Andheri (West), Mumbai 400058	10.00 a.m
2018-19	Monday September 30,2019	2nd Floor, CKP Hall, Tejpal Scheme Rd 4, Udyan Vikas Society, Vile Parle East, Vile Parle, Mumbai-400057	10.00 a.m.
2017-18	Saturday, September 29, 2018	Nadiadwala Market (Hall), Opp. Laxmi Narayan Shopping Centre, Poddar Road, Malad(East), Mumbai-400097	10.30 a.m.

Special Resolution passed:

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

Details of the Special Resolutions passed at the last three (3) AGMs:

Date of AGM	No. of special resolutionspassed	Details of Resolution passed

December 29,2020	4	Regularization of Directors

September 30, 2019	--	There was no matter that required passing of Special Resolution.

September 29, 2018	1	Ratification of the disclosure of ultimate beneficiaries of the allottees of Equity shares having face value of Re. 1/- each to be issued on conversion of warrants issued pursuant to Preferencial issue (“convertible warrants”), before seekingthe Listingapproval.

Resolution passed through Postal Ballot:

During the year under review, no resolution was required to be passed through Postal Ballot. Hence, no postal Ballot was conducted.

IX. MEANS OF COMMUNICATION

i. Publication of Quarterly, Half yearly and Annual Financial Results

Quarterly, Half-yearly and Annual Financial results of the Company are normally published in one English daily newspaper circulated all over India/substantially all over India, viz. Active Times and in one Marathi daily newspaper having regional circulation, viz. Mumbai Lakshadeep.

ii. Website & News Release

In compliance with Regulation 46 of the SEBI Listing Regulations, 2015 a separate dedicated section under ‘Investors Desk’ is available on the Company’s website i.e.www.visagarpolytex.in that gives information on various announcements made by the Company, Annual Report, Quarterly/Half yearly/ Nine-months and Annual financial results along with the applicable policies of the Company shortly after its submission to the Stock Exchange.

iii. Stock Exchange

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

73
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

Your Company makes timely disclosures of necessary information to National Stock Exchange of India Limited and BSE Limited in terms of the Listing Regulations and other rules and regulations issued by the SEBI.

iv. Corporate Compliance & the Listing Centre

The Company files its financial results and other submission on the Electronic filing system, i.e., Listing Centre of BSE and NEAPS of NSE. The same is also available on the website of BSE and NSE.

v. Whether it also displays official news releases :

No, as no official news release was made during the year.

vi. The presentations made to institutional investors or to the analysts :

Nil. During the year, no presentation was made to institutional investor or analysts.

X. GENERAL SHAREHOLDERS INFORMATION:

1. Annual General Meeting for the financial year 2020-21

==> picture [463 x 87] intentionally omitted <==

----- Start of picture text -----

||||
|---|---|---|
|Date|:|September 28,2021|
|Venue|:|907/908, Dev Plaza, S.V. Road, Opp. Andheri|
|Fire Station, Andheri W, Mumbai-400058.|
|Time|:|11.00 a.m.|
|Book Closure dates|:|September 22, 2021 to September 2, 2021|
|(Both Days Inclusive)|

----- End of picture text -----

2. Calendar of financial year ended 31[st ] March, 2021

The Company follows April-March as the financial year. The meetings of Board of Directors for approval of quarterly financial results during the financial year ended 31[st] March, 2021 were held on the following dates:

==> picture [465 x 58] intentionally omitted <==

----- Start of picture text -----

||||
|---|---|---|
|First Quarter Results|:|September 14, 2020|
|Second Quarter and Half yearly Results|:|November 12, 2020|
|Third Quarter Results|:|February 12, 2021|
|Fourth Quarter and Annual Results|:|June 25,2021|

----- End of picture text -----

3. Tentative Calendar for financial year ending March 31, 2021

The tentative dates of meeting of Board of Directors for consideration of quarterly financial

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

results for the financial year ending 31[st] March, 2021are as follows:

First Quarter Results Second Quarter and Half yearly Results Third Quarter Results	First Quarter Results Second Quarter and Half yearly Results Third Quarter Results	: : :	September 14, 2020 November 12, 2020 February 12, 2021	September 14, 2020 November 12, 2020 February 12, 2021
Fourth Quarter and Annual Results		:	June 25,2021

4. 5. 6. 7. 8.	Corporate Identification Number (CIN) Listing on Stock Exchange ISIN Registered Office / Address for correspondence Plant Location	: : : : :	L65990MH1983PLC030215 The National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G Block, BandraKurla Complex, Bandra (E), Mumbai – 400 051 Scrip Symbol: VIVIDHA BSE Limited, Mumbai PhirozeJeejeebhoy Towers Dalal Street, Mumbai- 400001 Scrip Code: 506146 INE370E01029 907/908, Dev Plaza, Opp. Andheri Fire Station, S.V. Road, Andheri (West), Mumbai – 400058. Tel : 022- 67424815 The Company has a Manufacturing Unit at a.)359/360/361/362, Anjani Industrial Estate, Vibhaag-3, Gothan, Olpad, Surat – 394130
9.	Registrar and Share Transfer Agent	:	Adroit Corporate Services (P) Ltd.
			19/20,Jafferbhoy	Industrial Estate, 1stfloor,
			MakwanaRoad,Marol Naka, Andheri (East),
			Mumbai – 400 059.
			Tel.No. 42270427/42270423
			Email id: [email protected]
			Websitewww.adroitcorporate.com
			Contact Person:Mr.Praful Shah

Share Transfer System:

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

Share certificates received for transfer in physical form and requests for Demat are generally registered / confirmed within 15 days of receipt of the same, provided documents are clear in all respects. A summary of transfers/ transmission of securities of the Company from the Registrar and Transfer Agent are placed before every Stakeholder’s Relationship Committee Meeting.

Outstanding GDRs/ADRs/Warrants or any convertible instruments:

The Company has not issued any GDR/ADR/Warrants etc.

Dematerlisation of Shares and Liquidity

As on March 31, 2021, out of the total Equity Shares issued by the Company,29,21,36,028 (99.81%) stands in de-materialised form and the remaining 5,64,506 (0.19%) Equity Shares are held in physical form.

XI. MARKET PRICE DATA

The details of monthly highest and lowest closing quotations of the Company’s Equity Shares on National Stock Exchange of India Limited (NSE or Nifty 50) & BSE Ltd (BSE) during the financial year 2020-21 are as under:

BSE Market Price Data : High Low during each month for the year ended March 31, 2021:

==> picture [186 x 207] intentionally omitted <==

----- Start of picture text -----

Share Price
M onth
High Low
Apr-20 0.23 0.19
May-20 0.20 0.19
Jun-20 0.34 0.19
Jul-20 0.50 0.33
Aug-20 0.45 0.37
Sep-20 0.43 0.33
Oct-20 0.37 0.31
Nov-20 0.30 0.30
Dec-20 0.93 0.37
Jan-21 1.91 0.97
Feb-21 1.50 0.76
Mar-21 0.98 0.67
----- End of picture text -----

NSE Market Price Data : High Low during each month for the year ended March 31, 2021:

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

==> picture [182 x 332] intentionally omitted <==

----- Start of picture text -----

Share Price on NSE
Month High Low
0.25 0.15
Apr-20
0.20 0.15
May-20
0.55 0.15
Jun-20
0.60 0.30
Jul-20
0.45 0.35
Aug-20
0.45 0.30
Sep-20
0.40 0.30
Oct-20
0.45 0.30
Nov-20
1.20 0.35
Dec-20
2.00 1.20
Jan-21
1.70 0.80
Feb-21
1.05 0.65
Mar-21
----- End of picture text -----

Distribution of holding as on March 31, 2021:

==> picture [439 x 121] intentionally omitted <==

----- Start of picture text -----

No. of Equity No of % of No. of Shares Amount (Rs.) % of Shares
Shares held Holders Holders
Up to- 100 3837 18.36 176177 176177 0.06
101-500 3958 18.94 1251564 1251564 0.43
501-1000 3281 15.70 2943505 2943505 1.01
1001-2000 2511 12.02 4148883 4148883 1.42
2001-3000 1235 5.91 3292068 3292068 1.12
3001-4000 726 3.47 2678381 2678381 092
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

==> picture [439 x 89] intentionally omitted <==

----- Start of picture text -----

4001-5000 1002 4.80 4868163 4868163 1.66
5001-10000 1815 8.69 14774066 14774066 5.05
10001 -20000 1098 5.26 16471812 16471812 5.63
20001-50000 797 3.81 26516525 26516525 9.06
50001 &Above 634 3.03 215579390 215579390 73.65
Total 20894 100.00 292700534 292700534 100.00
----- End of picture text -----

Categories of Shareholding as on March 31, 2021:

==> picture [433 x 244] intentionally omitted <==

----- Start of picture text -----

Sr. No. of %of
No. Category Shares held Shareholding
Promoter’s Holding (including persons acting
A in concert) 73539192 25.12
B Non-Promoters Holding
1. Mutual Funds and UTI -- --
2. Banking, Financial Institutions/Insurance 112400 0.04
Companies (Central/State Govt. Institutions
Non-government Institutions)
3. FIIs -- --
C Others
1. Corporate Bodies 20391282 6.97
2. Indian Public 187657059 64.11
3. NRIs/OCBs 6498800 2.22
4. Clearing Member 4501801 1.54
Total 292700534 100
----- End of picture text -----

XII. OTHER DISCLOSURES

Code of Conduct

Regulation 17(5) of the SEBI Listing Regulations, 2015 requires listed Companies to lay down a Code of Conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. Your Company has adopted and laid down a code of conduct for all Board members and Senior Management of the company pursuant to Clause 49 of the erstwhile listing agreement. The code of conduct is available on the website of the company i.e.http://vpl.visagar.com/attachments/codeofconduct.pdf. All Board members and senior

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

management personnel have affirmed compliance with the Code of Conduct. A declaration to this effect signed by the Managing Director is given in this Annual Report.

Materially significant related party transactions which may have potential conflict with the interests of the Company at large

All transactions entered into with Related Parties as defined under The Companies Act, 2013 and Regulation 23 of the SEBI (LODR) Regulations, 2015 during the financial year were in the ordinary course of business and on an arms’ length pricing basis and do not attract the provisions of Section 188 of The Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to accounts attached to the Stand-Alone Financial Statements. The Board has approved a policy for related party transactions which has been uploaded on the Company’s website under the link http://vpl.visagar.com/attachments/policyrtp.pdf.

Details of non-compliances, penalties, structures imposed on the Company by Stock Exchange/ SEBI/Statutory Authorities on any matter related to Capital Markets during last three years:

The Company has complied with the requirements of the Stock Exchanges/SEBI/and other Statutory Authorities on all matters related to Capital Markets during the last three years. No penalties or strictures have been imposed on the Company by the Stock Exchange or SEBI or any other statutory authorities.

Whistle Blower Policy

Pursuant to section 177(9) of the Companies Act, 2013 and Clause 49 of the erstwhile listing agreement (now corresponding to Regulation 22 of the SEBI Listing Regulations, 2015), the Board at its meeting have approved and adopted the Whistle Blower Policy. The same can be viewed on the Company’s website viz. http://vpl.visagar.com/attachments/WhistleblowerVigilPolicy.pdf. Your Company further affirms that no person shall be denied access to the Audit Committee.

Subsidiary Companies

The Company does not have any subsidiary Company during the Year under review.

Reconciliation of Share Capital Audit

As stipulated by Securities and Exchange Board of India (SEBI), Mr. Vijay Ramesh Gupta, practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to Stock Exchanges and is also placed before the Board of Directors. No discrepancies were noticed during these audits.

Insider Trading

The Company has adopted a ‘Code of Conduct for Prevention of Insider Trading and Corporate Disclosure Practices’ in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended.The policy lays down procedures to be followed and disclosures to be made while dealing with shares of the Company and cautioning them of the consequences of violations.

a) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, the web link of which is http://vpl.visagar.com/attachments/codeupsi.pdf; and b) Code of Conduct to Regulate, Monitor and Report Trading by its employees and other connected persons, the web link of which is http://vpl.visagar.com/attachments/codei.pdf.

Disclosures of Accounting Treatment in preparation of Financial Statements

The Company has followed the Accounting Standards laid down by the Institute of Chartered Accountants of India (ICAI), in preparation of its Financial Statements.

Disclosure of material transactions

Under regulation 26(5) of SEBI Listing Regulations, 2015, Senior Management has made periodical disclosures to the Board relating to all material financial and commercial transactions, where they had (or were deemed to have had) personal interest that might have been in potential conflict with the interest of the Company. None of the independent directors have any material pecuniary relationship or transactions with its Promoters, its Directors, its senior management or its subsidiaries which may affect their independence and have received a declaration from them to this effect.

XIII. COMPLIANCE OF MANDATORY AND NON- MANDATORY REQUIREMENTS

Mandatory

The Company has generally complied with all the mandatory requirements as stipulated under Regulation 34(3) read with Para C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable to the Company.

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

80
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

Discretionary

i) Shareholder Rights:

As the Company’s quarterly/half yearly/yearly results are published in English newspapers having circulation all over India and in Marathi newspapers widely circulated in Maharashtra, the same are not sent to each household of shareholders.

ii) Audit Qualifications:

There is no audit qualification in the Company’s financial statements for the year ended on March 31, 2021. The Company continues to adopt best practices to ensure the regime of unqualified financial statements.

iii) Reporting of Internal Auditor:

M/s. Lakhpat M Trivedi& Co.,Chartered Accountants, Mumbai (Membership No. 109047) was appointed as Internal Auditor of the Company for the FY 2020-2021 and the Internal Audit Report prepared by them was placed before the Audit Committee.

iv) Separate Posts of Chairperson and Chief Executive officer

Presently Mr. Tilokchand Kothari is the Chairman and Managing Director of the Company and the same has been authorized by the Articles of Association of the Company.

XIV. MANAGEMENT DISCUSSION AND ANALYSIS

A statement of Management Discussion and Analysis is appearing elsewhere in this Annual Report in terms of the requirement of the Code of Corporate Governance.

XV. COMPLIANCE CERTIFICATE

The MD and CFO have certified to the Board with regard to the financial statements and other matters as required under regulation 17(8), read with Part B of Schedule II to the SEBI Listing Regulations, 2015.

XVI. UNCLAIMED SHARES

At present, the Company does not have any unclaimed shares, hence there has been no transfer made to the unclaimed suspense account.

XVII. DETAILS OF NON-COMPLIANCE, IF ANY

There was no Non-Compliance performed by the Company of any of its legal requirements; nor has

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

there been any penalty/stricture imposed on the Company by any Stock Exchange, SEBI or any statutory authority on any matter related to capital markets during the last three years.

By Order of the Board of Directors For VisagarPolytex Limited

Place: Mumbai Date: 02.09.2021

Sd/( Tilokchand Kothari) Managing Director (DIN: 00413627)

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

82
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

DECLARATION BY THE MANAGING DIRECTOR REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE CODE OF CONDUCT

To,

The Members of Visagar Polytex Limited

In accordance with Clause D of Schedule V of the SEBI (LODR) Regulations, 2015, I hereby confirm that, all the Directors and the Senior Management personnel including me, have affirmed compliance to their respective Codes of Conduct, as applicable for the financial year ended March 31, 2021.

For VisagarPolytex Limited

Place: Mumbai Date: 02.09.2021

Sd/(Tilokchand Kothari) Managing Director (DIN: 00413627)

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

INDEPENDENT AUDITORS’ CERTIFICATE REGARDING COMPLIANCE OF CORPORATEGOVERNANCE

The Members

VISAGAR POLYTEX LIMITED

We have examined the compliance of conditions of Corporate Governance by Visagar Polytex Limited (“the Company”),for the year ended 31[st] March, 2021 as stipulated in Regulations 17-27, clause (b) to (i) of Regulation 46 (2) and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) pursuant to the Listing Agreement of the Company with Stock exchanges. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of certification.

The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations, 2015.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For S. C. Mehra & Associates LLP Chartered Accountants FRN-106156W/W100305

Place : Mumbai Date :02.09.2021

Sd/- (CA S C Mehra) Partner M. No: 039730

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

84
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

MD/CFO CERTIFICATION

To,

The Board of Directors,

Visagar Polytex Limited

We hereby certify the following as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that:

1) We have reviewed Financial Statements and the Cash Flow Statement for the year ended March 31, 2021 and that to the best of our knowledge and belief :
a. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
b. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.
2) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violate the Company’s Code of Conduct.
3) We accept responsibility for establishing and maintaining internal controls for financial reporting and have evaluated the effectiveness of the internal controls systems of the Company pertaining to financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
4) we further certify that:
a. there have been no significant changes in internal control over financial reporting during the period under review;
b. there have been no significant changes in accounting policies made during the period and that the same have been disclosed in the notes to the financial statements; and
c. there have been no instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company's Internal Control System over Financial Reporting.

Place: Mumbai Date: 02.09.2021

Sd/- (Sachin Mehta) Chief Financial Officer

Sd/(Tilokchand Kothari) Managing Director (DIN: 00413627)

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

85
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Disclaimer

Statements made in the Management Discussion and Analysis and relating to company's objectives, projections, outlook, expectations, estimates, etc., may constitute forward looking statements within the meaning of applicable securities, laws and regulations. These statements are based on certain assumptions, which cannot be guaranteed by the Company. Several factors, over which the Company may not have any direct control, could make a significant difference to the company's operations. As such, actual results may differ materially from such projections, whether expressed or implied, since it would be beyond Company's ability to successfully implement our growth strategy. The Company undertakes no obligation or responsibility to update forward looking statements and to publicly amend, modify or revise to reflect events or circumstances after the date thereof on the basis of any subsequent development, information or events.

The management of Visagar Polytex Limited presents below its analysis on the performance of your Company during the year under review, i.e. accounting year end 31[st ] March, 2021.

Overview of the economy

A country-wide lock down was enforced by the government in late March 2020 due to the COVID19 pandemic. The economic impact of this has been so devastating that manufacturing and services activity came to a grinding halt, resulting in demand falling to unprecedented lows that fed into PMI indices going into a free fall. The country is now faced with enormous job losses, migration of labour, increased expenses in medical and health infrastructure, lower tax collections and high fiscal deficit. The manufacturing sector contracted further, recording a negative growth of 1.4%. Public administration, defence and other services grew at 10.1%. The most disturbing news is that the three components of demand have fallen, consumption demand has slowed, while investments and exports are both in negative territory, Economic activity remained largely subdued and tighter financial conditions impinged upon activity. The Government of India has responded to this economic fallout by announcing two stimulus packages and liquidity easing measures to fuel the economic activity. The lockdown is being removed in a phased manner and efforts are being made to revive the manufacturing, services and other productive activities. During the financial year 202021, market sentiments remained volatile since the start of the financial year due to escalating trade tensions between US and China, fears of disruptions to supply chains, prolonged uncertainty on Brexit and geopolitical tensions in Middle East. Amongst the growth enabling pillar of the economy, the service sector is the largest contributor to the nation’s GDP, followed by the manufacturing

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

sector. With the intent to boost the domestic manufacturing sector output, the government has spearheaded several campaigns, reforms and initiatives like make in India, Start-up India to help the sectors increase its share in the overall GDP.

Economic Overview with specific reference to Textile Industry

India is the second largest textile manufacturer in the world. The Indian textile industry is a global leader thanks to the economic liberalization. Though it used to come under unorganized sector few years back, the scenario has changed and a large part of the industry is now in the organized sector. The Indian textile industry is one the largest and oldest sectors in the country and among the most important in the economy in terms of output, investment and employment. Contributing 14% to the country's Industrial production and 4% to the country's Gross Domestic Product (GDP) the segment also accounts for 13% of India's export earnings thus being the second largest provider of employment after agriculture in the country. The textile industry employs about 40 million workers and 60 million indirectly. Textile and apparel exports from India is estimated US$ 65 billion. The domestic textile and apparel industry in India is estimated to reach US$ 141 billion by 2021.

Overview of the Sector & Business

The domestic market for apparel and lifestyle products, currently estimated at $85 billion, is expected to reach $160 billion by 2025. While men's apparel currently dominates the space, it is the women's apparel category that is set to grow at a faster rate and will equal the men's wear segment. "The fashion and lifestyle segment is witnessing a paradigm shift with women's apparel expected to match men's apparel at par in terms of 37% market share each in 2016. Keeping this trend in mind, the organised retailers need to pay more attention to women consumers as India is one of the few countries where the share of men's apparel is higher than that of women's and that is changing. The current Indian ethnic wear market is highly unorganized with a few branded players operating primarily in metropolitan cities. The Saree, Salwar Suit and Lehenga market occupy a major chunk of women apparel sales in the country.

Your Company is into textile manufacturing, trading, wholesaling and retailing activities comprising of a number of independent as well as interdependent verticals viz. Ethnic wear & Garment manufacturing, wholesale & retail and Contract-based manufacturing. Your Company has a retail chain retailing apparel and ethnic wear under its flagship brand Vividha, in addition to its comprehensive manufacturing and sales facility at Surat.

Financial Overview

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

Your Company is trying to reduce costs and maximize operational & inventory efficiency in the Industry which has been seeing a paradigm shift and going through numerous challenges, all of which have affected the business of your Company.

Factors that may affect the results of operations

Several factors may affect our result of operations that may make it difficult to predict the future financial results. Such factors are:

Competition
Break down of machinery or plant
Disrupted power supply from state electricity board
Strike by labourers
Development / Innovation / Emergence of any substitute for our products
Natural Calamities & Disasters and other unforeseen/ unavoidable circumstances Movement in Price of Fabric & Raw materials
Operating cost & Efficiency
Product and Market Mix
Exchange Rates
Government policies, rules and regulations affecting textile industries
Availability of Government Benefits & Subsidies
Ability to organise funds for projects
Availability of skilled human forces

Development, Expansion & Future Outlook

Your Company will continue to invest wherever it seems an opportunity to get healthy sustainable results. Our performance largely depends on the Textile market. During the year under review, Your Company has been concentrating at further streamlining its current business activities which will allow for greater operational efficiency in future. The Textile market in general has been going through numerous challenges. During the year under review the Company has closed operations at its Gurgaon unit and has considerably withdrawn its retail operations due to business challenges, particularly in debtor collection and inventory cycle, amongst other factors.

Our clients include stockists, wholesalers, semi-wholesalers, exporters, retailers and end-users of textile products. Your Company is honing itself by optimising its businesses in terms of inventory, costs & overhead optimisation and await right opportunity to further its businesses and secure stable and long term growth for its stakeholders.

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

88
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

Future plans and Outlook

Intensifying focus on R&D and production
Leveraging resources to deliver innovative and successful product portfolio
To bring in efficiency through consistent and continuous improvement process throughout all the levels in the Organisation
To develop a Customer Centric approach
To develop a Strong Marketing Network and establishing solid client base in the country and overseas

Technology Absorption

Efforts made towards technology Absorption

Your Company tries to stay abreast with latest technology in the market. Your Company has a mix of latest machinery with various value addition capabilities, all under single setup. During the year, there was no import of machinery by the Company.

Benefits Derived

Having machinery with different capabilities help your Company provide umbrella solution to its clients as they do not need to go anywhere else for any kind of value addition requirements. This helps retain clients and is beneficial in the long term.

Details of technology imported in last four years

There has been no technology imported in last 4 years. The Company had imported and consequently installed 22 multi-head embroidery machinery via High Seas Sale Agreement made in the FY 2015-16 amounting to Rs. 409.17 Lacs.

By Order of the Board of Directors For Visagar Polytex Limited

Sd/-

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

89
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

Place: Mumbai Date: 02.09.2021

( Tilokchand Kothari) Managing Director (DIN: 00413627)

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

90
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

INDEPENDENT AUDITOR’S REPORT

To the Members of Visagar Polytex Limited

Report on the Audit of Financial Statements

Opinion

We have audited the standalone financial statements of Visagar Polytex Limited (“the Company”), which comprise the balance sheet as at March 31, 2021, the statement of Loss and Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, and Loss and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. There is no matters to be key financial matter to be communicated in our report.

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the Directors’ report.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and Cash Flow Statement of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls systems in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatement in the standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatement in the Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) The Balance Sheet, the Statement of Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on 31st March 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2021 from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financial position.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. The company has to transfer Amount. 2,62,675/- which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

Limitation on Scope due to covid-19 : We wish to highlight that due to the COVID 19 induced restrictions on physical movement and strict timelines, the entire audit team could not visit the company’s office for undertaking the required audit procedures as stated in SAP and therefore caused inherent limitation on audit procedures.

The opinion expressed in the present report is after considering information, facts and inputs made available to us through electronic means by the company’s management.

Thus the same has put a limitation on scope of our audit and we wish to bring to the attention of users towards the same.

For S CMehra Associates LLP Chartered Accountants Firm Registration No.106156W

CA S C Mehra Partner M. No. 039730 UDIN: 21039730AAAALT6656

Place: Mumbai Date:25.06.2021

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

96
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

ANNEXURE A TO INDEPENDENT AUDITORS’ REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF VISAGAR POLYTEX LIMITED FOR THE YEAR ENDED MARCH 31, 2021

[Referred to in paragraph under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditors’ Report]

i. In respect of its Fixed Assets:
a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
b) As explained to us Fixed assets have been physically verified by the management during the year in accordance with the phased program of verification adopted by the management which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
c) The title deeds of the immovable properties held by the company are in the name of the company.
ii. The management has conducted physical verification of Inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.
iii. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company had granted loan of Rs. 3,192/- to Visagar Financial Service Ltd and has not granted any other loans, secured or unsecured to Companies, Firms, Limited Liability Partnerships (LLP) or other parties covered in the register maintained under section 189 of the Act.
iv. In our opinion and according to the information and explanations given to us, the Company has not either directly or indirectly, granted any loan to any of its directors or to any other person in whom the director is interested, in accordance with the provision of section 185 of the Act and the Company has not made investments through more than two layers of investment companies in accordance with the provisions of section 186 of the Act. The provisions of section 185 and 186 of the Companies Act, 2013 have been complied with.
v. In our opinion and according to the information and explanations given to us, there are no amounts outstanding which are in the nature of deposits as on March 31, 2021 and the Company has not accepted any deposits during the year.

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

vi. The provision of sub-section (1) of section 148 of the Act are not applicable to the Company as the Central Government of India has not specified the maintenance of cost records for any of the products of the Company. Accordingly, the provision stated in paragraph 3(vi) of the Order are not applicable to the Company.
vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has Provided Fund Payable &Tds payable on Professional Fess of Rs. 62,662/- &Rs. 53,572/- Respectively and is regular in depositing with appropriate authorities undisputed statutory dues including income-tax, goods and service tax, cess and any other statutory dues applicable to it.

(b) According to the information and explanation given to us no undisputed amounts payable in respect of Income tax, Goods and Service tax, Custom Duty, Cess, Professional Tax and other material statutory dues in arrears as at March 31, 2021 for a period of more than six months from the date they became payable except.

viii. In our opinion and according to the information and explanations given by the management, we are of the opinion that, the company has not defaulted in repayment of dues to financial institutions or banks or debenture holders during the year.
ix. In our opinion, according to the information explanation provided to us, Rs. 25,00,000/- has been raised by way of term loans during the year. The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, the provisions stated in paragraph 3(ix) of the Order are not applicable to the Company.
x. During the course of our audit, examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees.
xi. According to the information and explanations given to us, we report that managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Companies Act.

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

98
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, the provisions stated in paragraph 3(xii) of the Order are not applicable to the Company.
xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 188 of the Act where applicable and details of such transaction have been disclosed in the financial statement as required by the applicable accounting standards. Further, the Company is not required to constitute audit committee under section 177 of the Act.
xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provisions stated in paragraph 3 (xiv) of the Order are not applicable to the Company.
xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with them. Accordingly, provisions stated in paragraph 3(xv) of the Order are not applicable to the Company.
xvi. In our opinion, the Company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions stated in paragraph clause 3 (xvi) of the Order are not applicable to the Company.

For S C Mehra Associates LLP Chartered Accountants Firm Registration No.106156W

Sd/CA S C MEHRA Partner M. No. 039730 UDIN: 21039730AAAALT6656

Place: Mumbai Date: 25.06.2021

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

99
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF VISAGAR POLYTEX LIMITED

[Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditors’ Report]

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls with reference to financial statements of Visagar Polytex Limited (“the Company”) as of March 31, 2021 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) (the “Guidance Note”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

100
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

Our audit involves performing procedures to obtain audit evidence about the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with reference to financial statements.

Meaning of Internal Financial Controls With Reference to Financial Statements

A Company's internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company's internal financial control with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls With Reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

101
----- End of picture text -----

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

Opinion

In our opinion, the Company has, in all material respects, an internal financial controls with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2020, based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note.

For S C Mehra Associates LLP Chartered Accountants Firm Registration No.106156W

Sd/CA S C MEHRA Partner M. No. 039730 UDIN: 21039730AAAALT6656

Place: Mumbai Date: 25.06.2021

==> picture [51 x 50] intentionally omitted <==

----- Start of picture text -----

102
----- End of picture text -----

VISAGAR POLYTEX LIMITED

Balance Sheet as at March 31, 2021

==> picture [579 x 422] intentionally omitted <==

----- Start of picture text -----

(Amount in Rs)
As at
Notes 31.03.2021 As at 31.03.2020
ASSETS
Non - Current Assets
Property, Plant and Equipment 2 49,283,226 55,482,957
Capital work in Progress
Investment Properties
Goodwill
Other Intangible Assets 3 8,359 13,771
Intangible assets under development
Investments accounted for using the equity
Method
Financial Assets
i) Investments 4 25,510 25,510
ii) Loans 5 8,490,031 7,097,761
iii) Othet Financial Assets 6 2,305,432 2,092,464
Deferred Tax Assets 7 1,272,886 1,272,886
Other non-current assets 8 -
Total non-current assets 61,385,444 65,985,349
Current Assets
Inventories 9 101,543,668 91,834,772
Financial Assets
i) Investments
ii) Trade Receivables 10 177,632,277 170,718,844
iii) Cash and Cash equivalents 11 1,129,370 1,968,475
iv) Bank balance other than (iii) above
v) Loans
vi) Other financial assets 12 908,219 908,219
Current Tax Assets 13 5,446,770 3,354,307.0
Other Current Assets 14 3,818,731 4,243,035
Total current assets 290,479,035 273,027,652
TOTAL ASSETS 351,864,479 339,013,001
----- End of picture text -----

EQUITY AND LIABILITIES
EQUITY
Equity Share Capital
Other Equity
Total Equity
Convertible Share Warrant
LIABILITIES
Non Current Liabilities
Financial liabilities
i) Borrowings
ii)Other Financial Liabilities
Provisions
Employee benefit obligations
Deferred Tax Liabilities
Government grants
Other non-current liabilities
Current Liabilities
Financial Liabilities
i) Borrowings
ii) Trade Payables
iii) Other Financial Liabilities
Provisions
Employee benefits obligations
Government grants
Current tax liabilities
Other Current Liabilities
TOTAL EQUITY AND LIABILITIES
For S C Mehra & Associates LLP
Total current liabilities
TOTAL LIABILITIES
22
15
21
16
19
20
Total non-current liabilities
17
18

292,700,534
292,700,534
(102,820,243)
-103,238,851
189,880,291
189,461,683
12,180,000
12,180,000
72,975,401
70221507
-
72,975,401
70,221,507
21,798,309
30,315,815
49,609,957
31,162,770
2,333,487
2,800,182
3,087,034
2,871,044
76,828,787
67,149,811
149,804,188
137,371,318
351,864,479
339,013,001
-
For Visagar Polytex Limited

For S C Mehra & Associates LLP Chartered Accountants Firm Reg. No : 106156W/W100305

sd/-

(CA S C Mehra) Partner M. No: 039730

sd/-

(Tilokchand Kothari)

Managing Director DIN: 00413627

sd/(Kailash Ram Gopal Chhaparwal) Director DIN: 08324531

Place : Mumbai Date: 25.06.2021

sd/sd/(Sachin Mehta) Parul Gupta Chief Financial Officer Company Secretary DIN: 08324531

VISAGAR POLYTEX LIMITED

Statement of Profit and Loss Account for the year ended March 31, 2021

==> picture [478 x 368] intentionally omitted <==

----- Start of picture text -----

Notes 2020-21 2019-20
Income
Revenue from Operations 23 48,139,769 101,695,766
Other Income 24 3,010,983 1,444,077
Total Income 51,150,752 103,139,843
Expense
Purchases of Stock-In-Trade 25 48,568,012 60,888,902
Change In Inventories of Stock In Trade 26 -9,708,896 167,078,580
Employees Benefit Expenses 27 871,530 3,562,474
Finance Cost 28 1,668,543 3,178,610
Depreciation and Amortisation Expense 2 & 3 6,436,856 7,445,194
Other Expenses 29 2,896,100 4,518,515
Total Expenses 50,732,145 246,672,275
Profit / (Loss)Before Tax 418,607 -143,532,432
Tax expense
Current Tax - -
Deferred Tax
Profit / (Loss) for the period 418,607 -143,532,432
-
Other Comprehensive Income
Total Comprehensive Income / (Loss) for the period 418,607 -143,532,432
Earnings per equity share: 30
Basic and Diluted 0.00 (0.490)
[Face Value Rs. 1 each]
Summary of Significant Accounting Policies 1
----- End of picture text -----

The accompanying notes are an integral part of Financial Statements

As per our report of even date.

For S C Mehra & Associates LLP Chartered Accountants Firm Reg. No : 106156W/W100305

For Visagar Polytex Limited

sd/-

(CA S C Mehra) Partner M. No: 039730

sd/-

(Tilokchand Kothari) Managing Director DIN: 00413627

sd/-

(Kailash Ram Gopal Chhaparwal) Director DIN: 08324531

Place : Mumbai Date: 25.06.2021

sd/-

(Sachin Mehta)

Chief Financial Officer DIN: 08324531

sd/-

Parul Gupta Company Secretary

VISAGAR POLYTEX LIMITED

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31,2021

==> picture [474 x 662] intentionally omitted <==

----- Start of picture text -----

2020-21 2019-20
PROFIT BEFORE TAX 418,607 (143,532,432)
Misc Income
Depreciation 6,436,856 7,445,194
OPERATING PROFIT BEFORE 6,855,463 (136,087,238)
CHANGE IN WORKING CAPITAL
Other Non Current Investment - 1,361,000
Non current financial loan assets (2,664,153) 1,236,598
Inventories (9,708,896) 167,078,580
Trade Receivables (6,913,433) 71,641,725
Current Financial Loan Assets (125,328) 2,291,072
Other Current Assets 424,304 554,096
Current Tax Assets - 110,633
Current Financial Borrowings (5,763,612) 3,660,584
Trade Payables 17,538,970 (114,786,853)
Other Financial Liabilities 215,989 569,874
Other Current Liabilities (466,695) 1,023,658
Net change in Working Capital (607,391) (1,346,271)
- -
Income Tax Payable
Cash Flow from operating activities a (607,391) (1,346,271)
Purchase of property plant and equipement -231714 (39,900)
Cash flow from investing activities b (231,714) (39,900)
Cash flow from financing activites
Proceeds form issue of Share Capital c 0 -
a+b+c (839,105) (1,386,171)
Cash opening balance 2,876,694 4,262,865
Cash Closing Balance 2,037,589 2,876,694
Cash & Cash Balance at the end of year (839,105) (1,386,171)
- -
For S C Mehra & Associates LLP For Visagar Polytex Limited
Chartered Accountants
Firm Reg. No : 106156W/W100305
Sd/- Sd/-
(Tilokchand Kothari) (Kailash Ram Gopal
Chhaparwal)
Sd/- Managing Director Director
(CA S C Mehra) DIN: 00413627 DIN: 08324531
Partner
M. No: 039730
Sd/- Sd/-
(Sachin Mehta) Parul Gupta
Place : Mumbai Chief Financial Officer Company Secretary
Date: 25.06.2021 DIN: 08324531
----- End of picture text -----

VISAGAR POLYTEX LIMITED

1. Significant Accounting Policies

1.1 Basis of Preparation

These financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the ‘Ind AS’) as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 (‘Act’) read with of the Companies (Indian Accounting Standards) Rules,2015 and other relevant provisions of the Act.

These financial statements for the year ended 31[st] March, 2021 are the fourth financials with comparatives, prepared under Ind AS and the financial statements for the year ended 31st March, 2020 are the first financials with comparatives, prepared under Ind AS. For all previous periods, the Company had prepared its financial statements in accordance with the accounting standards notified under companies (Accounting Standard) Rule, 2006 (as amended) and other relevant provisions of the Act (hereinafter referred to as ‘Previous GAAP’) used for its statutory reporting requirement in India.

The accounting policies are applied consistently to all the periods presented in the financial statements, including the preparation of the opening Ind AS Balance Sheet as at 1st April, 2017.

The financial statements have been prepared on a historical cost basis, except for the following:

a) Certain financial assets and liabilities that are measured at fair value;
b) Assets held for sale-measured at lower of carrying amount or fair value less cost to sell;
c) Defined benefit plans – plan assets measured at fair value

1.2 Summary of Significant Accounting Policies

a) Current vs Non-Current Classification

The Company presents assets and liabilities in the balance sheet based on current/non-current classification. An asset is treated as current when it is:

Expected to be realized or intended to be sold or consumed in normal operating cycle
Held primarily for the purpose of trading
Expected to be realised within twelve months after reporting period, or
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current. A liability is current when:

Expected to be settled in normal operating cycle.
Held primarily for the purpose of trading
Due to be settled within twelve months after reporting period, or
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

VISAGAR POLYTEX LIMITED

The Company classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalent. The Company has identified twelve months as its operating cycle.

b) Use of estimates and judgements

The estimates and judgments used in the preparation of the financial statements are continuously evaluated by the Company and are based on historical experience and various other assumptions and factors (including expectations of future events) that the Company believes to be reasonable under the existing circumstances. Differences between actual results and estimates are recognised in the period in which the results are known/materialised.

The said estimates are based on the facts and events, that existed as at the reporting date, or that occurred after that date but provide additional evidence about conditions existing as at the reporting date.

c) Property, Plant & Equipment

On transition to Ind AS, the Company has elected to continue with the carrying value of all of its property, plant and equipment recognized as at April 1, 2017, measured as per the previous GAAP, and use that carrying value as the deemed cost of such property, plant and equipment.

Property, plant & equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing costs if capitalization criteria are met, directly attributable cost of bringing the asset to its working condition for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price. In case of assets acquired in exchange for a non-monetary asset, the cost of such an item of property, plant and equipment is measured at fair value unless (a) the exchange transaction lacks commercial substance or (b) the fair value of neither the asset received nor the asset given up is reliably measurable. All other repair and maintenance costs are recognised in profit or loss as incurred.

The Company identifies and determines cost of each component/ part of the asset separately, if the component/ part has a cost which is significant to the total cost of the asset and has useful life that is materially different from that of the remaining asset.

An item of Property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit or loss when the asset is derecognised.

The residual values, useful lives and methods of depreciation of Property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

d) Depreciation on Property, Plant & Equipment

Depreciation on Property, Plant & Equipment is calculated on a written down value (WDV) basis using the rates arrived at based on the useful lives estimated by the management which is as per the rates specified in Schedule II to the Companies Act, 2013.

e) Inventories

Inventories are valued at the lower of cost or net realizable value.

f) Revenue Recognition

Revenue is recognised to the extent it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the government.

VISAGAR POLYTEX LIMITED

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, usually on delivery of the goods. Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates.

g) Borrowing Cost

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

h) Employee Benefits

Short term benefits and post employment benefits are accounted in the period during which the services have been rendered.

i) Taxation

Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Current tax assets and liabilities are offset only if there is a legally enforceable right to set off the recognized amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously.

Deferred tax

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax liabilities are recognised for all taxable temporary differences.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.

VISAGAR POLYTEX LIMITED

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

j) Impairment of non-financial assets

The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal or its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

Impairment losses, are recognised in the statement of profit and loss.

k) Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to any provision is presented in the statement of profit or loss, net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as part of finance costs.

l) Contingent Liability

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements.

m) Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company’s cash management.

n) Investments and other financial assets

(i) Classification

The Company classifies its financial assets in the following measurement categories:

(1) Those to be measured subsequently at fair value (either through other comprehensive income, or through the Statement of Profit and Loss), and
(2) Those measured at amortised cost.

The classification depends on the Company’s business model for managing the financial assets and the contractual terms of the cash flows.

VISAGAR POLYTEX LIMITED

(ii) Measurement

At initial recognition, the Company measures a financial asset at its fair value. Transaction costs of financial assets carried at fair value through the Profit and Loss are expensed in the Statement of Profit and Loss.

Debt Instruments:

Subsequent measurement of debt instruments depends on the Company’s business model for managing the asset and the cash flow characteristics of the asset. The Company classifies its debt instruments into following categories:

Amortised Cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in other income using the effective interest rate method.

Fair value through profit and loss: Assets that do not meet the criteria for amortised cost are measured at fair value through Profit and Loss. Interest income from these financial assets is included in other income.

Equity instruments:

The Company measures its equity investment other than in subsidiaries, joint ventures and associates at fair value through profit and loss.

(iii) Impairment of financial assets

The Company measures the expected credit loss associated with its assets based on historical trend, industry practices and the business environment in which the entity operates or any other appropriate basis. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

o) Earnings Per Share

Basic earnings per share

Basic earnings per share is calculated by dividing:

The profit attributable to owners of the Company
By the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year and excluding treasury shares.

Diluted earnings per shares

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

The after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and
The weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

VISAGAR POLYTEX LIMITED

Statement of changes in Equity for the year ended 31st March, 2021

A. EQUITY SHARE CAPITAL	A. EQUITY SHARE CAPITAL	( Amount in Rs)
As at 31st March, 2019		292,700,534.00
Changes in equityshare capital		-
As at 31st March, 2020		292,700,534.00
Changes in equityshare capital		-
As at 31st March, 2021		292,700,534.00
B. OTHER EQUITY ( Amount in Rs)

	Retained Earnings	Total
Balance as at 1st April, 2019	33,078,322	33,078,322
Profit for theyear	1,635,259	1,635,259
Less: Uitlised for issuance of Bonus Shares	-	-
Other comprehensive income for theyear	-	-
Total comprehensive income for theyear	1,635,259	1,635,259
Balance as at 31st March, 2020	34,713,582	34,713,582
Balance as at 1st April, 2020	34,713,582	34,713,582
Profit for theyear	418,607	418,607
Other comprehensive income for theyear	-	-
Total comprehensive income for theyear	418,607	418,607
Balance as at 31st March, 2021	35,132,189	35,132,189

Notes to Financial Statements as at and for the year ended March 31, 2021

Note 2. Property, Plant and Equipment (Amount in Rs.)	Note 2. Property, Plant and Equipment (Amount in Rs.)	Note 2. Property, Plant and Equipment (Amount in Rs.)	Note 2. Property, Plant and Equipment (Amount in Rs.)	Note 2. Property, Plant and Equipment (Amount in Rs.)	Note 2. Property, Plant and Equipment (Amount in Rs.)	Note 2. Property, Plant and Equipment (Amount in Rs.)	Note 2. Property, Plant and Equipment (Amount in Rs.)	Note 2. Property, Plant and Equipment (Amount in Rs.)
	Land & Building	Computer	Electric Equipment	Vehicle	Plant & Machinery	Furniture & Fixture	Office Equipment	Total
Gross Carrying amount
Deemed Cost as at 1st April, 2019	39,478,840	1,741,245	324,265	8,852,944	84,062,328	13,998,311	1,630,631	150,088,564
Additions	-	-	-	-	-	33,800	2,500	36,300
Disposals	-	-	-	-			-	-
Reclassification as held for sale	-	-	-	-			-	-
Balance as at 31st March, 2020	39,478,840	1,741,245	324,265	8,852,944	84,062,328	14,032,111	1,633,131	150,124,864
Additions	-	16,094	-		6,610	209,010	-	231,714
Disposals	-	-	-	-			-	-
Reclassification as held for sale	-	-	-	-			-	-
Balance as at 31st March, 2021	39,478,840	1,757,339	324,265	8,852,944	84,068,938	14,241,121	1,633,131	150,356,578

Accumulated Depreciation
Balance as at 1st April, 2019	19,341,702	1,647,384	190,275	7,554,654	44,985,949	11,955,437	1,530,229	87,205,631
Additions	1,913,028	35,636	37,908	405,456	4,472,859	537,652	33,739	7,436,278
Disposals	-	-		‐				-
Reclassification as held for sale	-	-		‐				-
Balance as at 31st March, 2020	21,254,730	1,683,020	228,183	7,960,110	49,458,808	12,493,089	1,563,968	94,641,909
Additions	1,731,290	27,956	27,925	278,832	3,945,892	399,071	20,479	6,431,444
Disposals	-	-	-	-			-	-
Reclassification as held for sale	-	-	-	-			-	-
Balance as at 31st March, 2021	22,986,020	1,710,976	256,108	8,238,942	53,404,700	12,892,160	1,584,447	101,073,353

Net carrying amount
Balance as at 1st April, 2019	20,137,138	93,861	133,990	1,298,290	39,076,379	2,042,874	100,402	62,882,933
Balance as at 31st March, 2020	18,224,110	58,225	96,082	892,834	34,603,520	1,539,022	69,163	55,482,957
Balance as at 31st March, 2021	16,492,820	46,363	68,157	614,002	30,664,238	1,348,961	48,684	49,283,226

VISAGAR POLYTEX LIMITED

Notes to Financial Statements as at and for the year ended March 31, 2021

Note 3. Intangible Assets (Amount in Rs.)	Note 3. Intangible Assets (Amount in Rs.)	Note 3. Intangible Assets (Amount in Rs.)
	Computer Software	Total
Gross Carrying amount
Deemed Cost as at 1st April, 2019	185,500	189,100
Additions	3,600	3,600
Disposals	-	-
Reclassification as held for sale	-	-
Balance as at 31st March, 2020	189,100	189,100
Additions	-	-
Disposals	-	-
Reclassification as held for sale	-	-
Balance as at 31st March, 2021	189,100	189,100

Accumulated Depreciation
Balance as at 1st April, 2019	166,413	175,329
Additions	8,916	8,916
Disposals	-	-
Reclassification as held for sale	-	-
Balance as at 31st March, 2020	175,329	184,245
Additions	5,412	5,412
Disposals	-	-
Reclassification as held for sale	-	-
Balance as at 31st March, 2021	180,741	189,657

Net carrying amount
Balance as at 1st April, 2019	19,087	19,087
Balance as at 31st March, 2020	13,771	13,771
Balance as at 31st March, 2021	8,359	8,359

VISAGAR POLYTEX LIMITED

Note 4. Investments (Amount in Rs.) Notes to Financial Statements as at and for the year ended March 31, 2021	Note 4. Investments (Amount in Rs.) Notes to Financial Statements as at and for the year ended March 31, 2021	Note 4. Investments (Amount in Rs.) Notes to Financial Statements as at and for the year ended March 31, 2021	Note 4. Investments (Amount in Rs.) Notes to Financial Statements as at and for the year ended March 31, 2021	Note 4. Investments (Amount in Rs.) Notes to Financial Statements as at and for the year ended March 31, 2021
	As at 31.03.2021		As at 31.03.2020
	No. of Shares/ Units	Amount(Rs.)	No. of Shares/ Units	Amount(Rs.)
Investment inquoted Shares
Osiajee HousingDevelopers Limited	-	-	-	-
Brijlaxmi Leas & Fin Ltd	400	510	400	510
Total(a)		510		510
Investment in Unquoted Shares
Share Application Money	-	-	-	-
The PratapCo OpBank Limited	400	25,000	400	25000
Total(b)		25,000		25,000

Total (a+b)		25,510		25,510

VISAGAR POLYTEX LIMITED

Notes to Financial Statements as at and for the year ended March 31, 2021

==> picture [355 x 317] intentionally omitted <==

----- Start of picture text -----

As at 31.03.2021 As at 31.03.2020
Note 5. Loans
(Unsecured, considered good)
Loans 8,490,031 7,097,761
8,490,031 7,097,761
Note 6. Othet Financial Assets
Deposit 2,305,432 2,092,464
2,305,432 2,092,464
Note 7. Deferred Tax Assets
Deferred Tas Assets on account of:
Disallowances under Income tax Act: 1,272,886 1,272,886
1,272,886 1,272,886
Note 8. Other Non Current Assets
Advance Payment of Tax -
- -
Note 9. Inventories
Stores & Spares -
Stock In hand 101,543,668 91,834,772
101,543,668 91,834,772
Note 10. Trade Receivables
(Unsecured considered good)
Outstanding for a period less than Six Month 20,485,493 3,588,700
Outstanding for a period exceeding Six Month 157,146,284 167,130,144
177,631,777 170,718,844
Note 11. Cash and Cash Equivalents
Balances with Scheduled Bank 1,125,151 1,817,164
Cash on Hand 4,219 151,311
1,129,370 1,968,475
Note 12. Other Financial Assets
Unpaid Dividend 908,219 908,219
908,219 908,219
Note 13. Current Tax Assets
Balance with Government Authorities 5,446,770 3,354,307
5,446,770 3,354,307
Note 14. Other Current Assets
Advance to Staff
Prepaid Expenses
Misc. Expenses Not Written Off. 3,818,731 4,243,035
3,818,731 4,243,035
----- End of picture text -----

VISAGAR POLYTEX LIMITED

Notes to Financial Statements as at and for the year ended March 31, 2021

` As at 31.03.2021
	As at 31.03.2020

Note 14. Equity Share Capital Authorised

350,000,000 [31st March 2018: 350,000,000 and 1st April 2017: 250,000,000] Equity Shares of Rs. 1 each

Issued, Subscribed and Fully Paid up Shares of Rs. 1 each 246,200,534 [31st March 2018: 246,200,534 and 1st April 2017: 246,200,534] Equity Shares of Rs. 1 each	350,000,000 292,700,534 292,700,534	350,000,000
		292,700,534
		292,700,534

A. Reconciliation of the number of shares

Equity Shares	As at 31st March 2021	As at 31st March 2021	As at 31st March 2020	As at 31st March 2020
	Number of Shares	Amount	Number of Shares	Amount
Balance as at the beginningof theyear	292,700,534	292,700,534	292,700,534	292,700,534
Balance as at the end of theyear	292,700,534	292,700,534	292,700,534	292,700,534

B. Details of equity Shares held by shareholders holding more than 5% of the aggregate shares in the Company

Name of Shareholder	As at 31st March 2021	As at 31st March 2021	As at 31st March 2020	As at 31st March 2020
	Nos.	% of Holding	Nos.	% of Holding
Tilokchand Kothari	66,050,659	22.57	66,050,659.00	22.57
Total	66,050,659	22.57	66,050,659.00	22.57

C. Terms/ Rights Attached to the Equity Shares

The Company has only one class of Equity Shares having a par value of Rs. 1 per share. Each holder of Equity shares is entitled to one

VISAGAR POLYTEX LIMITED

Notes to Financial Statements as at and for the year ended March 31, 2021

Note 16. OTHER EQUITY ( Amount in Rs)	Note 16. OTHER EQUITY ( Amount in Rs)	Note 16. OTHER EQUITY ( Amount in Rs)

	Retained Earnings	Total
Balance as at 1st April, 2019	40,293,582	40,293,582
Profit for theyear	-143,532,432	-143,532,432
Less: Uitlised for issuance of Bonus Shares	-	-
Share Premium	-	-
Total comprehensive income for theyear	-143,532,432	-143,532,432
Balance as at 31st March, 2020	-103,238,849	-103,238,849
Balance as at 1st April, 2020	-103,238,849	-103,238,849
Profit for theyear	418,607	418,607
Other comprehensive income for theyear	-	-
Total comprehensive income for theyear	418,607	418,607
Balance as at 31st March, 2021	-102,820,242	-102,820,242

Note 17. Borrowings Term Loan Note 18. Other Non Current Liabilities Provision for Tax Note 19. Borrowings Secured Working Capital facilities from Bank Unsecured Inter Corporate Loan Note 20. Trade Payables Due to Micro and Small Enterprises Due to Others Note 21 Current Tax Liabilities Statuatory Dues Payable Provision for Tax Note 22. Other Current Liabilities Other Payable Advanced Received from Customer Outstanding Expenses Employees Benefits Payables Other Liabilities	72,975,401 72,975,401 - - 9,649,173 12,149,136 21,798,309 49,609,957 49,609,957 2,333,487 2,333,487 139,871 - - 1,996,306 950,857 3,087,034	70,221,507
		70,221,507

		-
		8,812,227 21,503,588
		30,315,815
		31,162,770
		31,162,770
		2,800,182 -
		2,800,182
		92,388 492,726 1,195,953 1,089,977
		2,871,044

VISAGAR POLYTEX LIMITED

Notes to Financial Statements as at and for the year ended March 31, 2021

		(Amount in Rs.)
	As at 31.03.2021	As at 31.03.2020
Note 23. Revenue from Operations Sales Other Operating Income Note 24. Other Income Long Term Capital Gain Labour Charges Interest Income on FD Other Interest Trade subsidy Sundry Income Note 25. Purchase of Stock In Trade Cost of Raw Material Consumed Purchases of Finished Goods Note 26. Change in Inventories of Stock-In-Trade Inventory at the Beginning Inventory at the End Note 27. Employees Benefit Expenses Salaries and Bonus Staff Welfare Conveyance Tours & Travelling Remuneration/Sitting Fees to Director Note 28. Finance Cost Interest on Borrowings Bank Loan Processing Charges Bank Charges Note 29. Other Expenses Advertisement & Sales Promotion Expenses Conveyance & Travelling Expenses Brokerage & Commission General Expenses Processing Fees Insurance Expenses Internet Charges Remuneration/Sitting Fees to Director Legal & Professional Charges Printing, Stationery & Communication Electricity Expenses Rent, Rate & Taxes Job Works Packing & Folding Expenses Custodian Fees Listing Fees Share Issue Exp W/off Telephone Charges Computer Expenses Income Tax Preliminary Expenses Donations Auditor's Remuneration Audit Fees Note 30. Earning Per Share Basis for calculation of Basic and Diluted Earnings per share is as under: Profit after tax (Rs.) Weighted Average Number of Equity Shares (Nos) Face Value of each Equity Share (Rs.) Basic and Diluted Earning Per Equity Share (Rs.)	48,139,769 - 48,139,769 135,490 2,875,493 3,010,983 1,847,135 46,720,877 48,568,012 91,834,772 101,543,668 -9,708,896 871,530 - - - - 871,530 1,656,710 - 11,833 1,668,543 12,800 - - 1,283,665 - 119,211 8,667 20,000 252,200 480 41,500 157,500 - - 120,206 698,089 121,202 10,580 - - - - 50,000 2,896,100 418,607 0 1 0.0010	101,695,766 - 101,695,766 1,261,080 - 151,909 - 31,088 1,444,077 5,141,200 55,747,702 60,888,902 258,913,352 91,834,772 167,078,580 3,509,904 52,570 - - - 3,562,474 2,642,700 493,240 42,670 3,178,610 18,640 670,438 167,386 861,153 - 123,582 - - 244,392 68,439 1,036,130 - - - 124,334 1,107,241 - 6,780 - - - 90,000 4,518,515 -143,532,432 0 1 -0.4900

VISAGAR POLYTEX LIMITED

Notes to Financial Statements as at and for the year ended March 31, 2021

Note 31. Fair Value

Set out below, is a comparison by class of the carrying amounts and fair value of the Company's financial instruments

the Company's financial instruments
		(Amount in Rs.)
		Carrying Value
	As at	As at
	31.03.2021	31.03.2020
Financial Assets
Investments	25,510	25,510
Loans - Loans & Advances to others
- Loans & Advances to others	8,490,031	7,097,761
Other Financial Assets	2,305,432	2,092,464
Trade Receivables	177,632,277	170,718,844
Cash & Cash equivalents	1,129,370	1,968,475
Other Financial Assets	908,219	908,219
Total	190,490,839	182,811,273

Financial Liabilities
Borrowings	94,773,710	100,537,322
Trade Payables
- Trade Payables to others	49,609,957	31,162,770
Other Financial Liabilities
- Other Payables	3,087,034	2,871,044
Total	147,470,701	134,571,136

The management assessed that Carrying Values approximate their fair value largely due to short-term maturities of these instruments, hence the same has not been disclosed.

32. Related Party Transactions

Name of related parties in Transactions with company and description of relationship

KeyManagerial Personnel(KMP):	KeyManagerial Personnel(KMP):
Mr. Tilokchand Kothari	- ManagingDirector
Mr. Pravin Mishra	- CompanySecretary
Ms. Mariam Bahnan	- CompanySecretary
Mr. Sachin Chandrakant Mehta	- Chief Financial Officer

33. Transaction with Related Parties during the Year

Remuneration to Key Managerial Personnel (KMP)

	(Amount in Rs.) Nature of Transaction Year ending March 31, 2021 Year ending March 31, 2020 Remuneration - - Remuneration 1,05,000 1,95,000 Remuneration Nil - Remuneration - -	(Amount in Rs.) Nature of Transaction Year ending March 31, 2021 Year ending March 31, 2020 Remuneration - - Remuneration 1,05,000 1,95,000 Remuneration Nil - Remuneration - -	(Amount in Rs.) Nature of Transaction Year ending March 31, 2021 Year ending March 31, 2020 Remuneration - - Remuneration 1,05,000 1,95,000 Remuneration Nil - Remuneration - -
Name of Related Party	Nature of Transaction Year ending March 31, 2021 Year ending March 31, 2020
Mr. Tilokchand Kothari	Remuneration	- -
Mr. Pravin Mishra	Remuneration	1,05,000 1,95,000
Ms. Mariam Bahnan	Remuneration	Nil -
Mr. Sachin Mehta	Remuneration	-	-

* Mr. Pravin Mishra was resigned as Company Secretary of the Company w.e.f. 23.01.2021. ** Ms. Mariam Bahnan was appointed as Company Secretary of the Company w.e.f. 23.01.2021 and resigned on 02.03.2021.

In accordance with Accounting Standard Ind AS 108 ‘Operating Segment’ the Company has only one reportable business segment and have only one reportable geographic segment in India.

34. Capital Risk Management:

The Company aim to manages its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns to our shareholders.

The capital structure of the Company is based on management’s judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.

The Company’s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

35. Contingent Liabilities: Nil (Previous Year – Nil)

36. Financial risk management objectives and policies

The Company's principal financial liabilities comprise trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations.

The Company's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company's focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk.

Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables and deposits to landlords) and from its financing activities. The Company generally doesn't have collateral.

Trade Receivables and Security Deposits

Customer credit risk is managed by business through the Company's established policy, procedures and control relating to customer credit risk management. Credit quality of each customer is assessed and credit limits are defined in accordance with this assessment. Outstanding customer receivables and security deposits are regularly monitored.

Liquidity Risk

The company's principal source of liquidity is cash and cash equivalents and the cash flow that is generated from operations. The company has no outstanding bank borrowings. The company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived

37. Certain Balances of parties under sundry debtors, creditors, loans and advances are subject to confirmations/reconciliation.

38. There was no expenditure/earning in Foreign Currency during the year.

For S C Mehra & Associates LLP Chartered Accountants Firm Reg. No : 106156W/W100305

Sd/-

(CA S C Mehra) Partner M. No: 039730

Place : Mumbai Date: 25.06.2021

For Visagar Polytex Limited

Sd/-

Sd/-

(Kailash Ram Gopal Chhaparwal) Director DIN: 08324531

(Tilokchand Kothari) Managing Director DIN: 00413627

Sd/(Sachin Mehta) Chief Financial Officer DIN: 08324531

Sd/(Parul Gupta) Company Secretary

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

INTENTIONALLY LEFT BLANK

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

==> picture [19 x 255] intentionally omitted <==

INTENTIONALLY LEFT BLANK

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

VISAGAR POLYTEX LIMITED L65990MH1983PLC030215

Regd Office: 907-908, Dev Plaza, Opp. Andheri Fire Station, S. V. Road, Andheri – West, Mumbai – 400 058.

Tel.: +91-22-67424815, Website: www.visagarpolytex.in E-mail Id: [email protected]

ATTENDANCE SLIP

Please fill attendance slip and hand it over at the entrance of the meeting hall Joint shareholders may obtain additional Slip at the venue of the meeting

D.P. Id*		Folio No.
Client Id *		No. of Shares

NAME OF THE SHAREHOLDER / PROXYHOLDER:

_________

I hereby record my presence at the 38[th] Annual General Meeting of the Company held on Tuesday, September 28, 2021 at 11.00 a.m. at 907-908, Dev Plaza, Opp. Andheri Fire Station, S. V. Road, Andheri – West, Mumbai – 400058.

_____ Signature of Shareholder/Proxyholder

Note:

Members are requested to bring their Attendance Slip, sign the same at the place provided and hand it over at the entrance of the venue .

.................................................................................. (Tear

Here)……………………………………………………………….

ANNUAL REPORT 2020-21

==> picture [160 x 46] intentionally omitted <==

VISAGAR POLYTEX LIMITED L65990MH1983PLC030215

Regd Office: 907-908, Dev Plaza, Opp. Andheri Fire Station, S. V. Road, Andheri – West, Mumbai – 400 058. Tel.: +91-22-67424815, Website: www.visagarpolytex.in E-mail Id: [email protected]

PROXY FORM

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

Name of the Member(s) : ________ Registered Address : _______ Email ID : ______ Folio No./Client ID/DP ID : _________

I/We, being the member(s) of ________shares of the above named Company, hereby appoint:

Name : _____ Address : _______ ______ Email ID: _____ Signature: ______or failing him Name : _____ Address : _______ ________ Email ID: ______ Signature: ________or failing him

ANNUAL REPORT 2020-21

==> picture [159 x 43] intentionally omitted <==

Name : _______ Address :

Email ID: __________ Signature:

-----as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 38[th] Annual General Meeting of the Company held on Tuesday, September 28, 2021 at 11.00 a.m. at 907-908, Dev Plaza, Opp. Andheri Fire Station, S. V. Road, Andheri – West, Mumbai – 400058 and at any adjournment thereof in respect of such resolutions as are indicated below:

Ordinary Business

Adoption of financial statements for the year ended as at March 31, 2021 and Reports of Directors’ and Auditors’ thereon.
Re-appointment of Mr. Vikramjit Singh Gill, who retires by rotation.
Regularization of Director Mr. Vikramjit Singh Gill from Additional Director to Executive Director.

Signed this ___ day of__ 2021.

____ Signature of Shareholder

_____ Signature of the proxy (holders)

Notes:

This form, in order to be effective, should be duly completed, stamped, signed and deposited at the registered office of the Company, not less than 48 hours before the commence of the meeting.
Notwithstanding the above the Proxies can vote on such other items which may be tabled at the meeting by the shareholders present.

AI assistant

Visagar Polytex Ltd — Annual Report 2021

63430_rns_2021-09-15_48ce6532-8bb9-4cf7-8f99-cfaf3c2b62b1.pdf

CORPORATE INFORMATION

BOARD OF DIRECTORS

KEY MANAGERIAL PERSONNEL

SECURITIES LISTED ON

CORPORATE IDENTITY NUMBER

STATUTORY AUDITORS

S C MEHRA & ASSOCIATES LLP

REGISTERED OFFICE

REGISTRAR & SHARES TRANSFER AGENT

Adroit Corporate Services (P) Ltd.

VISAGAR POLYTEX LIMITED CIN: L65990MH1983PLC030215

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY BUSINESS

SPECIAL BUSINESS

For Visagar Polytex Limited

Registered Office:

NOTES:

REGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTINGARE AS UNDER:-

- How do I vote electronically using NSDL e Voting system?

- Step 1: Access to NSDL e Voting system

How to Log-in to NSDL e-Voting website?

General Guidelines for shareholders

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

ITEM NO: 3

Annexure to Notice

Details of the Directors seeking appointment/re-appointment at the Annual General Meeting

ROUTE MAP FOR THE VENUE OF ANNUAL GENERAL MEETING

DIRECTORS’ REPORT

Dear Members,

BUSINESS PERFORMANCE:

OPERATIONS AND FUTURE PLANS:

Impact of Covid-19

EXPANSION:

DIVIDEND:

SHARE CAPITAL:

BONUS:

TRANSFER TO RESERVE:

COMPLIANCE WITH THE ACCOUNTING STANDARDS

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

TRANSFER TO UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION

FUND:

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

ii) Change in Directors and Key Managerial Personnel’s:

iv) Board Evaluation:

v) Meetings of the Board:

vi) Committees of the Board:

DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS:

DIRECTORS’ RESPONSIBILITY STATEMENT

CHANGE IN THE NATURE OF BUSINESS:

EXTRACT OF ANNUAL RETURN:

NOMINATION AND REMUNERATION COMMITTEE POLICY:

AUDIT COMMITTEE:

PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTY:

AUDITORS & THEIR REPORT:

a) Statutory Auditor:

Secretarial Auditor:

b) Internal Auditor:

RISK MANAGEMENT:

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

PUBLIC DEPOSITS:

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION186:

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

CORPORATE SOCIAL RESPONSIBILITY:

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

MANAGEMENT DISCUSSION AND ANALYSIS:

CORPORATE GOVERNANCE:

INSURANCE:

DEMATERIALISATION OF SHARES:

LISTING OF SHARES:

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

PARTICULARS OF EMPLOYEES:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING& OUTGO:

PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE:

ACKNOWLEDGEMENT:

ANNEXURE - A

Form No.MGT-9

Visagar Polytex Ltd Annual Report 2021