27 Apr 2017 | Livemint.com

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Last Updated: Mar 31, 03:56 PM
VIP Industries Ltd.

BSE

  • 196.90 2.90 (1.49%)
  • Vol: 208331
  • BSE Code: 507880
  • PREV. CLOSE
    194.00
  • OPEN PRICE
    198.80
  • BID PRICE (QTY.)
    196.90(660)
  • OFFER PRICE (QTY.)
    0.00(0)

NSE

  • 197.90 0.00 (0%)
  • Vol: 1362902
  • NSE Code: VIPIND
  • PREV. CLOSE
    197.90
  • OPEN PRICE
    196.40
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    197.90(3297)

VIP Industries Ltd. Accounting Policy

COMPANY'S PHILOSOPHY

The Company is committed to adopt the best Corporate Governance practices and endeavours continuously to implement the code of Corporate Governance in its true spirit. The philosophy of the Company in relation to Corporate Governance is to ensure transparency in all its operations, make disclosures and enhance shareholders' value without compromising in any way in complying with the laws and regulations. The Company believes that Corporate Governance is all about maintaining a valuable relationship and trust with the Stakeholders. The Company has a defined policy framework for ethical conduct and business.

The Board of Directors acknowledges that it has a fiduciary relationship and a corresponding duty towards the stakeholders to ensure that their rights are protected. Through the Governance mechanism in the Company, the Board along with its Committees endeavours to strike a right balance with its various stakeholders.

BOARD OF DIRECTORS

Board Procedure

The Board meets at least once in a quarter, inter-alia, to review the quarterly performance and the financial results. The Board Meetings are generally scheduled well in advance and the notice of each Board Meeting is given in writing to each Director. The board papers, comprising of the agenda backed by comprehensive background information are circulated to the Directors in advance.

Composition of the Board:

The Board of Directors of the Company (the Board) consisted of nine Directors as on 31st March, 2016 out of which Mr. Dilip G. Piramal and Ms. Radhika Piramal are the Promoters of the Company, Mr. Ashish Saha is the Executive Director and the remaining six are Non-executive Independent Directors in terms of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Directors on the Board are a member of more than ten Committees and Chairman of more than five Committees across all companies in which they are Directors as per the requirement of Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board periodically reviews the compliance reports on various laws applicable to the Company.

Information given to the Board

The dates for the Board Meetings for the ensuing year are decided well in advance and communicated to the Directors. Additional meetings of the Board are held when deemed necessary. Board members are given agenda papers with necessary documents and information in advance of each meeting for the Board and Committee(s). The Board periodically reviews compliance reports with respect to laws and regulations applicable to the Company. The recommendations of the Committees are placed before the Board for necessary approvals. This information is enumerated in Part A of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Independent Directors

The Independent Directors of the Company meet the requirements laid down under the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and have declared that they do not fall under any disqualifications specified under the Companies Act, 2013.

training of independent Directors:

Whenever new Independent Director is inducted on the Board, he/she is introduced to the Company's Policies and procedures through appropriate orientation session, Company's organization structure, business, constitution, board procedures, major risks and management strategy. The appointment letters of Independent Directors as placed on the Company's website at www.vipindustries.co.in under investor relations/ corporate governance / terms & conditions of appointment of Independent Directors are also issued to each Independent Director upon his/her appointment once approved by Members.

performance Evaluation of Non-executive and independent Directors

The Board evaluates the performance of Non-executive and Independent Directors every year. All the Non-executive are Independent Directors of the Company and eminent personalities having wide experience in the field of business, industry and administration. Their presence on the Board helps in taking complex business decisions.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the 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 Committees. 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.

A separate exercise was carried out to evaluate the performance of Individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of each Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

Separate meeting of the independent Directors

The Independent Directors had held a Separate Meeting on 1st February, 2016, without the attendance of Non-Independent Directors and members of Management. All the Independent Directors except Mr. Rajeev Gupta, who had asked for Leave of absence were present at the meeting wherein inter-alia, the following items were discussed in detail:

I. To review and rate the performance of the Board as a whole.

II. To review and rate the performance of non-independent Directors.

III. To review the performance of the Chairman of the Company taking into account the views of Executive Directors and Non­executive Directors.

IV. To assess the quality, quantity and timeliness of flow of information between the Company management and the Board for the Board to effectively and reasonably perform its duties.

Familiarization program for independent Directors

The Board of Directors of the Company adopted the Familiarization Program ("the Program") for Independent Directors of the Company. Some of the key features of the Program are as under:

1. purpose

The Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company.

2. familiarization process

The Company through its Executive Directors / Senior Managerial Personnel conducts programs / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company;

a) Such programs / presentations provides an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them understand the Company's strategy, business model, industry dynamics, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities, risk appetite and such other areas as may arise from time to time;

b) the programs / presentations also familiarizes the Independent Directors with their roles, rights and responsibilities;

c) The Company conducts an introductory familiarization program / presentation, when a new Independent Director is inducted on the Board of the Company.

3. Review of the program

The Board may review this Program and make suitable amendments / revisions as and when required.

4. Disclosure of the policy

This Policy is uploaded on the Company's website, viz. www.vipindustries.co.in For public information and easy accessibility of investors the web link <http://www.vipindustries.co.in/corporate-governance.php> is provided herein.

CODE of CONDUCT

As prescribed under the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV thereto and Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for its employees and Non-executive Directors including Independent Directors, the Company has formulated a comprehensive Code of Conduct (the Code). The Code is applicable to Non-executive Directors including Independent Directors to such extent as may be applicable to them depending upon their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. Customer Value, Integrity, one team and Excellence.

A copy of the Code has been uploaded on the Company's website www.vipindustries.co.in The Code has been circulated to all the Directors and Management Personnel and its compliance is affirmed by them annually. A declaration signed by the Company's Managing Director for the compliance of this requirements is published in this Report

AUDIT COMMITTEE

Terms of reference:

The Audit Committee of the Company, inter-alia, provides assurance to the Board on the adequacy of the internal control systems and financial disclosures. Apart from all the matters provided in Regulation 18(3) read with Part C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and section 177 of the Companies Act, 2013, the Committee reviews reports of the Internal Auditors, meets Statutory Auditors periodically and discusses their findings, suggestions, internal control systems, scope of audit, observations of the Auditors and reviews accounting policies followed by the Company. The Committee reviews with the management, quarterly / half yearly and annual financial statements before its submission to the Board. The minutes of the Audit Committee meetings are placed and noted at the subsequent meeting of the Board of Directors of the Company.

Composition and Attendance at meetings:

The Audit Committee comprises of four members all of whom are financially literate as prescribed under the Listing Regulations. Other than Mr. Dilip G. Piramal, who was appointed as the Whole-time Director with effect from 15th May, 2013, all the Committee Members are Non-Executive Independent Directors.

Mr. D. K. Poddar, Independent Director is the Chairman of the Committee. The Managing Director, the Chief Financial Officer, Statutory Auditors and Internal Auditors of the Company are the permanent invitees at the meetings of the Committee. The quorum for the Audit Committee meetings is two members, with atleast two Independent Directors to be present at the meeting. The Company Secretary acts as the Secretary to the Committee. M/s. Suresh Surana & Associates LLP were the Internal Auditors of the Company for the financial year 2015-16 and are re-appointed for the financial year 2016-17. The Internal Auditors report to the Audit Committee with regard to the audit program, observations and recommendations in respect of different areas of operations of the Company

Mr. D. K. Poddar, Member, authorised by the Committee was present at the 48th Annual General Meeting of the Company held on 24th July, 2015 to answer the shareholders' queries.

The minutes of the Audit Committee Meetings forms part of the documents that are regularly placed before the meetings of the Board of Directors. In addition, the Chairman of the Audit Committee informs the Board members about the significant discussions that took place at the Audit Committee meetings.

audit qualification

The Report Received from M/s. M.L. Bhuwania & Co. for the financial year 2015-16 does not contain any qualifications, reservations or adverse remarks.

nomination and remuneration committee

The Committee's constitution and terms of reference are in compliance with the provisions of Section 178 of the Companies Act, 2013, Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as amended from time to time.

Terms of reference:

The Nomination and Remuneration Committee of the Company reviews, assesses and recommends the performance of managerial personnel on a periodical basis and also reviews their remuneration package and recommends suitable revision to the Board. The Committee also looks into and decides on all issues related to the proposals of the Company's Employees' Stock Option Scheme and other matters connected thereto.

Remuneration policy:

The remuneration policy of the Company is directed towards rewarding performance, based on review of achievements. It is aimed at attracting and retaining high caliber talent. The remuneration policy is in consonance with the existing practice in the Industry.

i) Non-Executive Directors' Remuneration

The Non-Executive Independent Directors are paid remuneration by way of sitting fees. The Company pays sitting fees of Rs. 20,000/- for attending each meeting of the Audit Committee, Rs. 5,000/- for attending each meeting of the Nomination and Remuneration Committee, Rs. 20,000/- for attending Independent Directors Meeting and Rs. 20,000/- for attending each Board Meeting. The payment of remuneration by way of sitting fees is based on certain criteria such as attendance at the Board/Committee meetings, time devoted, industry trends etc.

ii) Executive Directors' Remuneration:

a) Executive Chairman

Mr. Dilip G. Piramal was appointed as the Executive Chairman of the Company with effect from 15th May, 2013 to 14th May, 2018 (both days inclusive). The contract for such appointment between the Company and the Executive Chairman may be terminated by either party by giving the other party 3 months notice or the Company paying notice pay equal to the amount due to the Executive Chairman on account of salary and perquisites for such notice period. There is no separate provision for payment of severance fees.

The Company pays remuneration by way of salary, perquisites, allowances and commission to the Executive Chairman (Whole-time Director). Salary is paid within the limits approved by the Members.

b) Managing Director

Ms. Radhika Piramal was re-appointed as the Managing Director of the Company with effect from 13th July, 2012 to 12th July, 2017 (both days inclusive). The contract for such appointment between the Company and the Managing Director may be terminated by either party by giving the other party, 3 months notice or the Company paying notice pay equal to the amount due to the Managing Director on account of salary and perquisites for such notice period. There is no separate provision for payment of severance fees.

The Company pays remuneration by way of salary, perquisites, allowances and commission to the Managing Director. Salary is paid within the limits approved by the Members.

c) Director - Works:

Mr. Ashish K. Saha was re-appointed as a Director in the whole-time employment of the Company designated as Director - Works for a period of three years from 1st February, 2015 to 31st January, 2018 (both days inclusive). The contract for such appointment between the Company and the Director - Works may be terminated by either party by giving the other party, 3 months notice or the Company paying notice pay equal to the amount due to the Director-Works on account of salary for such notice period. There is no separate provision for payment of severance fees.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013, the Company as on 31st March, 2016 had the following Key Managerial Personnel viz., Ms. Radhika Piramal as the Managing Director, Mr. Jogendra Sethi as the Chief Financial Officer and Mr. Shreyas Trivedi as the Company Secretary. However, Mr. Shreyas Trivedi designated as Company Secretary of the Company resigned w.e.f. 29th April, 2016 and accordingly ceases to be a Key Managerial Personnel appointed in terms of Section 203 of the Companies Act, 2013

STAKEHOLDERS' RELATIONSHIP COMMITTEE

Composition:

The Stakeholders' Relationship Committee comprises of three members viz. Mr. Vijay Kalantri- Chairman, Mr. Dilip G. Piramal-Member and Mr. Ashish K Saha- Member.

Mr. Shreyas Trivedi, General Manager- Legal and Company Secretary was acting as Compliance Officer of the Committee till 29th April, 2016.

Terms of reference:

The terms of reference of the Stakeholders' Relationship Committee include redressing shareholder and investor complaints like non-receipt of transfer and transmission of shares, non- receipt of duplicate share certificate, non-receipt of balance sheet, non-receipt of dividends etc. and to ensure expeditious share transfer process.

Link Intime India Private Limited is the Registrar and Share Transfer Agent of the Company and the Committee oversees the performance of the Registrar and Share Transfer Agent and recommends measures for overall improvement in the quality of investor services.

The Company has approximately 45,871 shareholders as on 31st March, 2016. During the year under Report, the Company processed 60 share transfers in the physical form comprising of 48,967 equity shares. The Company received 182 investors complaints during the year, all of which have been attended to within a period of fifteen days from the date of receipt of the same. There was no Complaint(s) which was pending unresolved as on 31st March, 2016.

The Stakeholders' Relationship Committee generally meets once in a week and approves all matters related to shares vis­a-vis transfers, transmissions, dematerialization and re-materialization of shares etc. In case of shares held in physical form, all transfers are completed within the stipulated time from the date of receipt of complete documents. The relevant certificate obtained from M/s. Ragini Chokshi & Associates on half yearly basis, as stipulated by Regulation 40(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are submitted to the Stock Exchanges regularly within the prescribed time

DISCLOSURES

Subsidiary Companies

The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the Company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial year.

However, as stipulated under erstwhile clause 49 of the Listing Agreement, the Company has formulated a policy on material subsidiaries. A copy of the Policy for determining Material Subsidiaries is uploaded on the website of the Company, www.vipindustries.co.in

The Audited Annual Financial Statements of Subsidiary Companies are tabled at the Audit Committee and Board Meetings. Copies of the Minutes of the Board Meetings of Subsidiary Companies are also circulated to all the Directors and are tabled at the subsequent Board Meetings.

Related Party Transactions

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on an arms length basis. 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 (AS17) has been made in the notes of the Financial Statements.

The Board has approved a Policy for Related Party Transactions which has been uploaded on the Company's website i.e. www.vipindustries.co.in

The Company has no material significant transactions with its related parties that may have a potential conflict with the interest of the Company during the Financial Year 2015-16. The details of transaction between the Company and the related parties are given for information under Note No. 32 of the Notes to Accounts to the Balance Sheet as at 31st March, 2016.

RIGHTS TO THE SHAREHOLDERS

The Company believes in protecting the rights of the shareholders. It ensures adequate and timely disclosure of all information to the shareholders in compliance with the applicable laws. Shareholders are furnished with sufficient and timely information concerning the general meetings, issues to be discussed thereat and rules regarding holding and conducting the General Meetings. All shareholders are treated equitably

Postal Ballot

During the year ended 31st March, 2016, no resolution was passed through Postal Ballot:

In the preparation of the financial statements, the Company follows Accounting Standards as prescribed under the Companies (Accounting Standards) Rules, 2006.

No strictures or penalties have been imposed on the Company by the Stock Exchanges or by the Securities and Exchange Board of India (SEBI) or by any statutory authority for any matters related to capital markets during the last three years.

The Company has formulated and laid down a procedure on risk assessment and minimization. These procedures have been considered by the Board and a properly defined framework is laid down to ensure that the management controls the identified risks.

The Company has framed the following policies, as required under erstwhile clause 49 of the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges and pursuant to Companies Act, 2013:

1. Vigil Mechanism Policy

2. Policy For Determining Material Subsidiaries

3. Performance Evaluation Policy

4. Related Party Transactions Policy

5. Corporate Social Responsibility Policy

6. Policy on Prevention of Sexual Harassment

7. Policy on Preservation of Documents

8. Policy on Disclosure of Material Events or Information

9. Policy on obligations of Directors & Senior Management

10. Nomination & Remuneration Policy

During the year under review, the Company did not raise any proceeds through a public issue, rights issue and/ or a preferential issue.

The details in respect of Director seeking re-appointment is provided as part of the Notice convening the ensuing Annual General Meeting.

During the year under review no person or persons has been denied access to the Chairman of Audit Committee.

Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The code requires pre-clearance for dealing in the Company's securities and prohibits the purchase or sale of the Company's shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

Means of Communication:

Quarterly/Half-yearly/ Annually financial results are published in widely circulating national and local daily newspapers, such as Economic Times, Free Press Journal and Navashakti. These are not sent individually to the shareholders.

The Company's results and official news releases are displayed on the Company's website www.vipindustries.co.in As stipulated by the Ministry of Corporate Affairs (MCA) through its various circulars, the Company has uploaded, on its website as also on the website of the MCA, the information regarding unpaid /unclaimed dividend, fixed deposits and interest accrued thereon, lying with the Company upto the last AGM i.e. 24th July, 2015.

Website: The Company's website www.vipindustries.co.in contains a separate dedicated section 'Investor Relations' wherein shareholders' information is available. The Company's Annual Report is also available in a user-friendly and downloadable form.

annual Report: The Annual Report containing, inter alia, Audited Annual Accounts, Consolidated Financial Statements, Directors' Report, Auditors' Report and other important information is circulated to Members and others entitled thereto. The Management's Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed on the Company's website www.vipindustries.co.in

Corporate Filing and Dissemination System (CFDS): The CFDS portal jointly owned, managed and maintained by BSE and NSE is a single source to view information filed by Listed Companies. All disclosures and communications to BSE and NSE are filed by the Company electronically through the CFDS portal, and hard copies of the said disclosures and correspondence are also filed with Stock Exchanges.

NSE Electronic application processing System (NEApS): The NEAPS is a web-based application designed by NSE for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, financial results, media releases, among others are filed by the Company electronically on NEAPS.

BSE Corporate Compliance & Listing Centre (the 'Listing Centre'): BSE's Listing Centre is a web-based application designed for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others are also filed electronically on the Listing Centre.

SEBI Complaints Redress System (SCORES): Investors' complaints are processed in a centralised web-based complaints redress system. The salient features of this system are: Centralised database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status. The Company regularly redresses the complaints if any, on SCORES within stipulated time.

Designated Exclusive email-id: The Company has designated the email-id investor-help@vipbags.com exclusively for investor servicing.

SECRETARIAL AUDIT FOR RECONCILIATION OF CAPITAL

M/s. Ragini Chokshi & Associates, a Practicing Company Secretary firm has carried our Secretarial Audit to reconcile the total admitted capital with NSDL and CDSL and in physical form and the total issued and listed capital. The audit confirms that the total issued / paid up capital is in agreement with the aggregate of total number of shares in physical form and the total number of shares in dematerialized form held with the two depositories namely NSDL & CDSL.

GENERAL SHAREHOLDER INFORMATION

1. Annual General Meeting:

- Day, Date and Time : 28th July, 2016, Thursday at 3.00 pm

- Venue : “NIWEC”, P-29, Street 14, MIDC, Satpur, Nashik – 422 007

2. Tentative Financial Calendar The financial year of the Company is for the period from 1st April every year to 31st March of the following year.

a. Publication of Audited Results : By 30th May or immediately upon its adoption by the Board each year

b. First Quarter Results : By 14th August of each year

c. Second Quarter Results : By 14th November of each year

d. Third Quarter Results : By 14th February of each year

3. Date of Book Closure : 18th July, 2016 to 28th July, 2016 (both days inclusive)

4. Cut-off date : 21st July, 2016

5. Dividend Payment Date (2015-16) : On or after 2nd August, 2016

6. Listing on Stock Exchange :

1. BSE Limited (BSE) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 023

2. National Stock Exchange of India Limited (NSE) Exchange Plaza, 5th Floor, Plot No. C/1, G-Block, Bandra-Kurla Complex, Bandra (East), Mumbai – 400 051

7. Listing Fees : Listing fees of both the Stock Exchanges for the year 2015-16 have been paid.

8. Stock Code

• BSE 507880

• NSE VIPIND

• International Securities Identification Number (ISIN): INE054A01027

11. Registrars and Share Transfer Agents : Link Intime India Pvt. Ltd., C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (W), Mumbai - 400 078,Tel. No.: +91 22-25963838, Fax No.: +91 22-25946969

12. Dematerialisation of shares and liquidity : 96.12% of the paid-up capital of the Company has been dematerialized as on 31st March, 2016. The equity shares of the Company are actively traded on the BSE and the NSE in the dematerialized form.

13. Outstanding GDRs/ ADRs/ Warrants or any convertible instruments:  NIL

14. Plant Locations :

(i) Nashik - 78 A, MIDC Estate, Satpur, Nashik – 422 007.

(ii) Sinnar - A-7, MIDC, Sinnar – 422 103

(iii) Haridwar - Plot No 8, Sector 12, SIDCUL Area, Haridwar – 249 403

(iv) Nagpur - L-4, MIDC, Hingna, Nagpur – 440 016

(v) Paithan – D/4 Paithan Industrial Area, MIDC, Paithan – 431 107

15. Address for correspondence :

i) Link Intime India Pvt. Ltd. (Unit – V.I.P. Industries Limited) C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai – 400 078. Tel. No. +91 22- 25963838, Fax No.: +91 22-25946969

ii) The Company Secretary V.I.P. Industries Ltd. 5th Floor, DGP House, 88-C, Old Prabhadevi Road Mumbai – 400 025 Tel No.+91 22 - 66539000, Fax No.: +91 22 – 66539089

16. Share Transfer System : The Share transfer activities in respect of shares in physical modeare carried out by Link Intime India Pvt. Ltd. The shares lodged for transfer are processed and share certificates duly endorsed are returned within the stipulated time, subject to documents being valid and complete in all respects.

The Board of Directors of your Company have delegated the authority to approve the transfer of shares, transmission of shares or requests for deletion of name of the shareholder etc.to the designated officials of your Company. The transactions required for issuance of new share certificate are approved by the Stakeholders Relationship Committee of the Board of Directors of your Company.

The particulars of movement of shares in the dematerialized mode are also placed before the Stakeholders Relationship Committee.

17. Commodity price risk or foreign exchange risk and hedging activities

: The Company is exposed to a Commodity Price Risk in relation to various types of Polymers used as Input Raw Materials in its Manufacturing process for Plastic Moulded Luggage. The riskis partially mitigated by constant monitoring of the global crude  oil prices and resultant strategic procurement decisions. The Company is also exposed to foreign exchange risk due to import of raw materials, Soft luggage and bags and also export to various countries. The Company evaluates exchange rate exposure arising from these transactions and takes required hedging from time to time which minimizes the impact of fluctuations in exchange rate movement.

18. Designated E-mail ID for registering Complaints by the investors: : investor-help@vipbags.com

19. Compliance Certificate by Auditors : The Company has obtained a Certificate from the Statutory Auditors regarding compliance of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, which is given as annexure to this Report