• Company Info.

    Vardhman Polytex Ltd.

    Directors Report

    Market Cap.(`) 6.24 Cr. P/BV -0.02 Book Value (`) -175.88
    52 Week High/Low ( ` ) 6/2 FV/ML 10/1 P/E(X) 0.00
    Book Closure 25/09/2019 EPS (`) 0.00 Div Yield (%) 0.00
    You can view full text of the latest Director's Report for the company.
    Year End :2016-03

    Dear Shareholders,

    The Directors of your Company are presenting 36th Annual Report on the affairs of the Company together with Audited Financial Statements of the Company for the year ended 31st March, 2016.

    1. Financial Highlights

    (Rs. in lakh)




    Net Operating income



    Other Income



    Operating Expenses



    Profit/(Loss) before Depreciation, Interest & Tax (PBDIT)






    Finance Cost



    Profit/(Loss) before Tax & exceptional items



    Exceptional Items



    Profit/(Loss) before Tax



    Tax Expenses



    Profit/(Loss) after Tax



    Earnings Per Share (EPS) (in Rs.) (after exceptional items)

    - Basic

    - Diluted





    2. Business Performance

    Your Directors are pleased to report the Company's business performance as follows:

    Sales Revenue

    During the year under review, net operating income of the Company was Rs. 87,808.10 lakh as against Rs. 94,240.69 lakh in 2014-15, having a decrease of 6.83%. The FOB value of exports during the year has decreased by 11.55% to Rs. 38,245.21 lakh against Rs. 43,237.25 lakh in 2014-15.


    During the year under review, the Company earned a profit before depreciation, interest & tax of Rs. 10,716.77 lakh as against Rs. 8,261.84 lakh during the previous year. The Company has a net profit after tax of Rs. 901.64 lakh during the current year against net loss of Rs. (2,880.20) lakh in the previous year.

    3. Management Discussion & Analysis Report

    a) Industry structure and developments

    The Indian textiles industry is extremely varied, with the hand-spun and hand-woven textiles sectors at one end of the spectrum, while the capital intensive sophisticated mills sector at the other end of the spectrum. The decentralized power looms/ hosiery and knitting sector form the largest component of the textiles sector with spinning sector playing pivotal role. The close linkage of the textiles industry to agriculture (for raw materials such as cotton) and the ancient culture and traditions of the country in terms of textiles make the Indian textiles sector unique in comparison to the industries of other countries. The Indian textiles industry has the capacity to produce a wide variety of products suitable to different market segments, both within India and across the world. At present, Indian textiles sector occupies prominent position in the International textile trade.

    The Indian textiles industry, currently estimated at around US$ 108 billion, is expected to reach US$ 223 billion by 2021. The industry is the second largest employer after agriculture, providing employment to over 45 million people directly and 60 million people indirectly. The Indian textiles industry contributes approximately 5 per cent to India's Gross Domestic Product (GDP), and 14 per cent to overall Index of Industrial Production (IIP). Textiles sector is one of the largest contributors to India's exports with approximately 11 per cent of total exports. The Indian textile industry has the potential to reach US$ 500 billion in size according to a study by Wazir Advisors and PCI Xylenes & Polyester. The growth implies domestic sales to rise to US$ 315 billion from currently US$ 68 billion. At the same time, exports are implied to increase to US$ 185 billion from approximately US$ 41 billion currently.

    Textiles spinning sector globally, seems to be quite unpredictable and uncertain for various reasons including stagnant / diminishing demand as against growing supply side, cotton, futures, currency fluctuations and above all increasing competition from some countries like Vietnam, Bangladesh, Cambodia, Thailand, Indonesia etc. Recently, initiatives launched by Government of India envisages inviting FDI which may give impetus to growth in textiles, particularly the fabric and processing which will lead to balance out the demand supply position for spinning sector.

    b) Opportunities and Threats Opportunities:

    - Government initiatives to boost textile industry through skill development.

    - Make in India campaign.

    - Scope for Automation.

    - Demand for value added product.


    - Shortage of skilled manpower.

    - Ever increasing input cost i.e. power, finance & logistics.

    - Regional imbalance in taxation/ incentives by States.

    - Over capacity in spinning sector.

    c) Segment wise Performance

    During the year under review, the Company has two segments i.e. Textile and Real estates. The segment wise performance is given below:

    (Rs. in Lakh)





    Real Estate

    Net Revenue




    Segment Result




    During the year under review, the Company was able to sell the entire inventories related to Vardhman Park, Ludhiana.

    d) Economic Scenario and Outlook

    The World Bank projected that India will grow by a robust above 7 per cent in 2016 & next two years and will be the fastest growing economy in the world in next three years which would outpace China. The slow growth of China shall create potential/opportunity to capture their share in the international market.

    In the global exports of textiles, India has improved its ranking. To perform consistently at global level appears to be challenge for the textiles sector due to varied reasons including Indian Government's policy on cotton/fibres, Chinese policy on cotton, erratic demand, currency fluctuations, high conversion & logistic costs and Trans-pacific partnership (TPP) agreement with Vietnam by US & other countries.

    Indian textiles industry still has cost advantage at least on a few input costs, besides having self-sustaining cotton crop. However, this alone may not able to be adequate to survive and grow in the international trade. Hence, Indian mills will have to upgrade/ modernize technologically, innovate on development of products/ services and optimize operational and logistic cost to get a positive bottom line.

    e) Management perception of Risk & concerns

    In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The main risks inter alia include strategic risk, operational risk, financial risk and compliances & legal risk. The fast technology obsolescence, high cost of manufacturing and irrational taxation are the major risk/ concerns of the business.

    The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for constitution of a Risk Management Committee, which consist directors and senior management personnel. The Company through a risk management committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. The Audit Committee also evaluates risk management system of the Company periodically.

    To cover foreign exchange risk, the Company transacts it’s all exports through secured mode either against LC or partial advance payment and foreign currency is being hedged simultaneously against almost all confirmed contracts. To cover commodity price risk, the orders of finished goods are usually booked in advance as per stock of the raw material inventory. The management procures raw material and sales orders for finished goods are booked forward/ in advance upon proper market analysis, forecasting and information from Internal & external sources.

    f) Internal control system & adequacy

    Your Company has an adequate internal control system. There is a system of continuous Internal Audit which aims at ensuring effectiveness and efficiency of systems and operations. The internal audit is conducted by external agency/professionals together with in-house Internal Audit Department lead by a qualified Chartered Accountant along with sufficient qualified & experienced staff. The scope of the Internal Audit is not limited to accounts only but includes operations, inventories, costing records, physical verifications of immovable and movable assets etc. on regular basis. The Audit Committee of the Board of Directors approves and reviews audit plans for the year based on internal risk assessment. Audits are conducted on an on-going basis and significant deviations are brought to the notice of the Audit Committee following which corrective action is recommended for implementation. All these measures facilitate timely detection of any irregularities and early remedial steps.

    g) Financial Performance

    Resource utilization

    The gross fixed assets as at 31st March, 2016 were Rs. 59,169.17 lakh against Rs. 58,361.10 lakh in the previous year. The net block of assets as on 31st March, 2016 was Rs. 23,867.14 lakh as against Rs. 25,783.85 lakh in the previous year.

    Inventory levels as at 31st March, 2016 were Rs. 7,301.31 lakh as against Rs. 13,790.03 lakh in the previous year. The trade receivable as at 31st March, 2016 were Rs. 7,411.89 lakh as against Rs. 5,251.99 lakh in the previous year. Decrease in current assets is due to sale of entire inventories related to Vardhman Park.

    Financial condition & liquidity

    (Rs. in Lakh)




    Cash & cash equivalents

    Beginning of the year



    End of the year



    Net cash provided(used) by:

    Operating Activities



    Investing Activities



    Financial Activities



    h) Human Resources Management

    Your Company gives utmost importance to human resource. It considers "Human Resource as Human Capital" and believes in the development of Human Resource. The Company strongly believes in the Performance Management System and always tries to explore and tap high potential at the Group level to meet new challenges and competition. Our main tool is training and developing talent at various levels. Internal and external trainings are regularly organized for the development of employees.

    i) Safety, Health & Environment

    The Company's top priority is safety, with regard to employment. It encourages safety measures at all operational levels, especially at floor level. Regular training programs are conducted to create awareness about the importance of safety at work. Medical Camps are organized periodically for welfare of employees. Additionally, regular medical facilities are also provided to them.

    4. Share Capital

    During the year under review, there was no change in the paid-up share capital of the Company.

    5. Dividend

    The Board of Directors of your Company has not recommended any dividend for the financial year 2015-16.

    6. Directors & Key Managerial Personnel

    During the year under review, Mr. Amit Jain has resigned from the directorship of the Company w.e.f. 10.06.2015 and Mr. Vishal Oswal was appointed as an additional director of the Company w.e.f. 13.02.2016 being an independent director of the Company. Mr. Ashok Kumar Oswal was re-appointed as Chairman & Managing Director and Mr. Adish Oswal as Executive Director of the Company w.e.f. 01.04.2015 for a period of three years.

    Mr. Ashok Kumar Goyal was re-appointed as an Executive Director of the Company w.e.f. 01.09.2016 for a period of three years i.e. 01.09.2016 to 31.08.2019 subject to the approval of shareholders in the ensuing Annual General Meeting.

    Mrs. Rakhi Oswal, Director retires by rotation at this Annual General Meeting, and being eligible offers herself for re-appointment.

    All the Independent Directors have confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

    7. Remuneration Policy and Board Evaluation

    Pursuant to the provisions of Companies Act, 2013 and Listing Regulations, the Company has adopted Nomination & Remuneration Policy for Directors, KMP and Senior Management Personnel.

    The independent directors in their meeting held on 21.12.2015, through discussion, evaluated the performance of non independent directors, Board, Managing Director and Executive Directors. The minutes of the said meeting were submitted to Chairman of the Company and also placed before the Board for their consideration. The Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders' Relationship Committee. The Nomination & Remuneration Policy containing manner of performance evaluation of the Board/directors/committees is enclosed as 'Annexure-I'. While evaluating the performance, the following points were considered:

    (i). Participation in Board Meetings and Board Committee Meetings.

    (ii). Managing relationship with other directors and management.

    (iii). Knowledge and Skill i.e. understanding of duties, responsibilities, refreshment of knowledge, knowledge of industry, ability to listens and present his views.

    (iv). Personal attributes like maintain high standard of ethics and integrity.

    (v). Strategic perspectives or inputs regarding future growth of Company and its performance.

    8. Board/ Committee Meetings

    The details of the Board & Committees meetings held during the year and Board's Committees composition are furnished in the Corporate Governance Report, which forms part of this Report.

    9. Corporate Social Responsibility

    The Company considers Corporate Social Responsibility (CSR) as social obligation, sustainable development, regulatory environment, human resource management, safety health & environment and a part of Corporate Governance and accordingly framed CSR policy, which is available on the Company's website i.e. The projects/ programs to be undertaken under CSR are specified in the policy. The CSR Committee of the Company consists of Mr. Ashok Kumar Oswal (Chairman), Mr. Adish Oswal, Mr. Ashok Kumar Goyal, Mr. Ajay Chaudhry and Mrs. Rakhi Oswal.

    Due to average loss during preceding three financial years, the Company is not falling under the criteria for spending the amount under CSR. Hence, reporting on CSR activities as per the provisions is not required /applicable.

    10. Listing of Securities

    The Securities of the Company are listed on National Stock Exchange of India Ltd. (NSE) and BSE Limited. The Company has paid annual listing fee to exchanges for the year 2016-17. Further, Foreign Currency Convertible Bonds (FCCBs) of the Company are listed at Singapore Exchange Securities Trading Ltd.

    11. Subsidiaries, Associates and Joint Venture

    The Company has two subsidiaries, namely F.M. Hammerle Textiles Ltd. and F.M. Hammerle Verwaltungs GmbH, Austria, as on 31st March, 2016. There is no associate company within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

    The Company has published audited consolidated financial statements for the financial year ended 31st March, 2016 and the same forms part of this Annual Report. The Annual Report does not contain the financial statements of our subsidiaries. As per the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is annexed with this Annual Report.

    The audited financial statements of these subsidiaries and related information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection at the Registered Office of the Company/its subsidiaries.

    12. Fixed Deposits

    During the year, the Company has not accepted any fixed deposits. There is no outstanding deposit as on 31st March, 2016.

    13. Loans, Guarantees or Investments

    The particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are given in the financial statements.

    14. Company Petition

    A petition filed by M/s Maschinen Umwelttechnik Transport anlagen GmbH, Austria (a shareholder of F.M. Hammerle Textiles Ltd.) against the Company U/S 397, 398, 402 & 403 of the Companies Act, 1956, has been disposed of by Hon'ble Company Law Board vide its order dated 13.08.2015. The F.M. Hammerle Textiles Ltd. has filed appeals against the above said order of the Hon'ble Company Law Board which are pending adjudication before the Hon'ble High Court for the State of Punjab and Haryana at Chandigarh.

    15. Directors' Responsibility Statement

    Pursuant to Section 134 of the Companies Act, 2013 the Directors state that:

    (a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

    (b) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit and loss of the Company for the year ended 31st March, 2016;

    (c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

    (d) The annual accounts have been prepared on a going concern basis;

    (e) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively; and

    (f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

    16. Corporate Governance

    The Company has in place a comprehensive system of Corporate Governance. A separate report on Corporate Governance forms part of the Annual Report of the Company. A certificate from the auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015 is annexed to the Report on Corporate Governance.

    17. Related Party Transactions

    All related party transactions that were entered into during the financial year were on arm's length basis and in the ordinary course of business. All Related Party transactions were placed before the Audit Committee for approval. The Audit Committee has granted omnibus approval for related party transactions as per the provisions and restrictions contained in the SEBI (LODR) Regulations. There was no material/ significant transaction with the directors or the management, their subsidiaries or relatives etc. that have any potential conflict with interest of the Company at large read with details of transactions as disclosed in Notes on Accounts annexed in the Balance Sheet as per Accounting Standard (AS)-18. The Board has approved a policy for related party transactions which is available on the Company's website.

    No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 is not applicable.

    18. Prevention of Sexual Harassment at workplace

    The Company has in place a policy for prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Internal Complaints Committees have been framed at various locations to redress complaints of sexual harassment. The Company has not received any compliant related to sexual harassment during the year.

    19. Vigil Mechanism / Whistle Blower Policy

    In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the company has adopted a Vigil Mechanism Policy, which is available at Company's website. The brief contents of the policy are explained in corporate governance report.

    20. Auditors

    i) Statutory Auditors

    M/s S.S. Kothari Mehta & Co. (Firm Registration No-000756N), Chartered Accountants have been appointed as statutory auditors of the Company at 34th Annual General Meeting for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting.

    ii) Secretarial Auditors

    Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Nesar & Associates, Practicing Company Secretary, New Delhi to conduct the secretarial audit of the Company for the financial year 2015-16.

    iii) Internal Auditors

    M/s S. C. Vasudeva & Associates, Chartered Accountants performed the duties of internal auditors of the Company during financial year 2015-16. The Company is also having full fledged internal audit department headed by qualified chartered accountant and supported by adequate qualified & experienced staff.

    iv) Cost Auditors

    The Board of Directors has appointed M/s Ramanath Iyer & Company, Cost Accountants, New Delhi, as the Cost Auditors of the Company to conduct cost audit for the financial year ended 31st March, 2017. As per the requirement of Section 148 of the Companies Act, 2013 read with rules made there under, the remuneration to be paid to them is placed for the ratification by the members at ensuing Annual General Meeting.

    21. Comments on Auditors' Report and Secretarial Auditors' Report

    Auditors' Report

    The Statutory Auditors of the Company have submitted Auditors' Report on the Financial Statements of the Company for the financial year ended 31st March, 2016. In their reports (standalone and consolidated), they have made certain qualifications/observations. The explanation/comments of the Board on the same are as under:

    Standalone Auditor's Report

    a) During the year ended 31st March, 2015, the Company had transferred land used for real estate development from fixed assets into stock in trade explained in note no. 37 of the financial statements. This is at variance with Accounting Standard AS-2 'Valuation of Inventories' and Accounting Standard AS-10 'Accounting for Fixed Assets', specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. This has resulted in overstatement of cost of development by Rs. 2,958.51 lakh and overstating other income by an amount of Rs. 3,050.17 lakh during the year ended March 31, 2016.

    We state that due to sale of entire inventories of Vardhman Park during the year, the Company has transferred all the balance lying in capital reserve Rs. 3,050.16 Lakh as on 31st March, 2015 to statement of Profit and Loss. Hence, the qualification of the auditors in this respect has been resolved.

    b) No provision has been made on the investment and loans and advances made in one of the subsidiary company F.M. Hammerle Textiles Limited of Rs. 9,126.41 lakhs and Rs. 2,662.93 lakhs respectively whose net worth has been completely eroded and having a loss of Rs. 15,452.51 lakhs against share capital of Rs. 12,386.75 lakh as on 31st March, 2016. This is at variance with Accounting Standard AS-13 'Accounting for Investments' specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. This has resulted in profit for the year ended 31st March, 2016 being overstated and investments, loans and advances and reserves and surplus being overstated by the same amount at 31st March, 2016.

    We state that in view of continuous losses suffered by the company i.e. F.M. Hammerle Textiles Limited which has eroded 100% of the share capital, the said company falls under "Sick Company" under the Sick Industrial and Companies (Special Provisions) Act (SICA) of 1985 and has filed reference to the Board for Industrial and Financial Reconstruction (BIFR).

    (c) In respect to observation specified in point (viii) of Annexure-A of the report, we would like to state that due to certain liquidity stress, the Company has delayed for making the payments to Financial Institution/Bankers. In respect to the repayment for the FCCB, it shall be made on/before 31.12.2016.

    (d) In respect to qualification specified in Annexure-B of the report, we would like to state that the subsidiary F.M. Hammerle Textiles Limited (FMH) has been referred to BIFR, as FMH is unable to meet its borrowing obligations and material delay have happened to the payments to the vendor. However the holding Company, being a major promoter, making all out efforts to support its operation subject to its own liquidity position being non affective. Such financial supportive decisions are being taken by proper discussion and approval of the Management.

    Consolidated Auditor's Report

    The qualifications/observations in the consolidated Auditor's Report are similar as stated above as point no. (a) & (d) of the Standalone Auditor's Report. Hence, explanations/Comments of the same are provided above.

    Other points of Auditors' Reports on the Accounts of the Company for the year under review are self-explanatory and require no comments.

    Secretarial Auditors' Report

    The Secretarial Auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditors is annexed herewith as 'Annexure II', which forms part of this report.

    22. Energy conservation, technology absorption and foreign exchange earnings and outgo

    The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as 'Annexure III'.

    23. Particulars of Employees

    The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, amended as on date, is annexed herewith as 'Annexure IV'.

    24. Extract of Annual Return

    The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as 'Annexure V'.

    25. Significant and material orders passed by the regulators or courts or tribunals

    There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

    26. Significant changes occurred during the current year

    The following significant changes have occurred between the end of the financial year 2015-16 and the date of this report:-

    - Adopted new logo & domain along with rebranding of Products.

    - Changed the name of Ludhiana unit from 'Vinayak Textiles Mills' to 'Vardhman Polytex Limited'.

    27. Acknowledgements

    Your directors are pleased to place on record their sincere gratitude to the Government, Financial Institutions, Bankers and Business Constituents for their continued and valuable co-operation and support to the Company. They also take this opportunity to record their appreciation of the valuable contribution made by the employees in the successful operations of the Company during the year.

    28. Cautionary Statement

    Certain statements made in the Management Discussion and Analysis Report relating to the Company's objectives, projections, outlook, expectations, estimates and others may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results may differ from such expectations whether expressed or implied. Several factors could make significant difference to the Company's operations. These include climatic and economic conditions affecting demand and supply, government regulations & taxation and natural calamities over which the Company does not have any direct control.

    For and on behalf of the Board


    (Ashok Kumar Oswal)

    Date: 12th August, 2016 Chairman and Managing Director

    Place: Ludhiana (DIN-00009403

  • Vardhman Polytex Ltd.

    Company News

    Market Cap.(`) 6.24 Cr. P/BV -0.02 Book Value (`) -175.88
    52 Week High/Low ( ` ) 6/2 FV/ML 10/1 P/E(X) 0.00
    Book Closure 25/09/2019 EPS (`) 0.00 Div Yield (%) 0.00
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