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Virgo Polymers (India) Ltd.

BSE: 531282 Sector: Industrials
NSE: N.A. ISIN Code: INE464H01015
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Virgo Polymers (India) Ltd. (VIRGOPOLYMERS) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 30th Annual Report of Virgo PolymersIndia Limited along with the audited financial statements for the year ended March 312015.

FINANCIAL HIGHLIGHTS

2014-2015 2013-2014

Amount in Rupees

PARTICULARS Audited financial Statement for the year ended 31.03.2015 Audited financial Statement for the year Ended 31.03.2014
1 REVENUE FROM OPERATIONS 816055031 938592024
2 EXPENDITURE 856049537 970360477
3 PROFIT BEFORE TAX 3245473 3638593
4 PROFIT AFTER TAX 4457872 2253715

PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:

During the year 2014-2015 the Company has earned a net profit after tax ofRs.4550296 as against Rs.2253715 earned in the previous year. The Company's Turnoverhas Decrease by 13.05% compared to last year. This year our company has planned to improvethe volume to compensate the decline in margin. Our company has taken steps to reducecosts on all fronts and is expecting higher turnover in the next financial year. Ourcompany is not proposing payment of any dividend this year.

During the year under review there is no change in the nature of activity of thecompany

DIVIDEND&TRANSFER OF PROFIT TO RESERVES:

The Board of Directors have decided not to declare any dividend for the currentfinancial year 2014- 15 and has not proposed to transfer any of its profits to reserves.

MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY:

There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report; and there are no significantand material orders passed by the regulators or courts or tribunals impacting the goingconcern status and company's operations in future.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

There has been no loan guarantees and investment given or made by the Company underSection 186 of the Act during the financial year 2014-2015.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:

The company doesn't have any subsidiaries associates and joint venture companies.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information as required to be disclosed on conservation of energy technologyabsorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) ofthe Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 isannexed herewith as "Annexure I" to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In terms of Section 152 of the Companies Act 2013Mr.Varun Ramsisaria who retire byrotation at the forthcoming AGM and is eligible for re-appointment. Mr.Varun Ramsisariaoffered himself for re-appointment. His Brief profile is included in the Notice offorthcoming Annual General Meeting of the company.

INDEPENDENT DIRECTORS' DECLARATION:

All independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 of the Companies Act 2013 which has beenrelied on by the Company and placed at the Board Meeting of the Company.

Mr. Sunil Saraf Mr. Mahesh Bhora Mr. Alok Sethia were appointed as an IndependentDirector in this AGM.

AUDITORS:

STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the Act and the rules framed thereunderM/s. Venkat and Rangaa Chartered Accountants(firm registration No 004597S) wereappointed as auditors of the company from the conclusion of the this Annual GeneralMeeting (AGM) of the company till the conclusion of 32nd AGM subject to ratification oftheir appointment at every AGM.

COMMENT ON STATUTORY AUDITOR REPORT

There are no qualifications reservations remarks or disclaimers made by Venkat andRangaa Statutory auditor in their auditor report .The statutory auditor have notreported any incident of fraud to the Audit Committee of the Company during the financialyear 2014-15.

SECRETARIAL AUDITOR

Pursuant to the requirements of Section 204 (1) of the companies Act 2013 and Rule 9 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s Lakshmmi Subramanian & Associates a firm of Company Secretaries inPractice to undertake Secretarial Audit of the Company for the financial year 2014-15.

The Secretarial Audit report as received from the secretarial auditor is annexed tothis report as Annexure II.

COMMENT ON SECRETARIAL AUDITOR REPORT

With reference to the remarks made by the secretarial auditor in the Secretarial AuditReport the company has taken the corrective measures during the current financial year.

INTERNAL CONTROL AND ITS ADEQUACY

The Company has an adequate Internal Control system commensurate with the size scaleand complexity of its operations. During the year such controls were tested and noreportable material - weaknesses in the design or operation were observed.

RELATED PARTY TRANSACTIONS

During the year 2014-2015 the Company had not entered into any material transactionwith related parties as per section 188of the Companies Act 2013. Hence the question ofreporting under the requirement of said section doesn't arise.

EXTRACT OF ANNUAL RETURN

The details forming part of extract of Annual Return in form MGT -9 as provided underSub Section (3) of the Section 92 of the Companies Act 2013 (the "Act") isannexed herewith as Annexure -III to this report.

PERSONNEL

The information required under Section 197(12) of the Companies Act 2013 read withrule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014in respect of employees of the Company forms part of this Report as Annexure IV.

RISK MANAGEMENT POLICY

The risk management is overseen by the Audit committee/Board of Directors of thecompany in a continuous basis. Major risks if any identified by the business andfunctions are systematically addressed through mitigating action on a continuous basis.

DISCLOSURE AS PER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PERVEVTION PROHIBITION ANDREDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has in place apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder.

During the financial year 2014-15 the Company has not received any sexual harassmentcomplaints.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on date of the balancesheet.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Since your company's paid up Equity capital and Net worth is less than Rs.10 crores andRs.25 crores respectively the provisions of revised Clause 49 relating to CorporateGovernance and Management Discussion Analysis Report vide SEBI circular numberCIR/CFD/POLICY CELL/7/2014 dated 15th September 20141s not applicable to the company.

NUMBER OF MEETINGS OF THE BOARD

In total 7(Seven) Meetings of the Board of Directors of the Company were held duringthe year 2014-15held on 13 Aug 2014 26 Aug 2014 07 sept 2014 26 Sept 2014 01 Oct2014 05 Dec 2014 25 Mar 2014. The maximum time gap between any two consecutive meetingsdicTnot exceed 120 days.

PERFORMANCE EVALUATION OF BOARD COMMITTEE AND DIRECTORS

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of the Audit and Nomination & Remuneration Committeesand the same was based on questionnaire and feedback from all the Directors on the Boardas a whole Committees and self- evaluation.

A structured questionnaire was prepared after taking into consideration of the inputsreceived from the Directors covering various aspects of the Board's functioning such asadequacy of the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance. A separate exercise wascarried out to evaluate the performance of individual Directors including the Chairman ofthe Board who were evaluated on parameters such as level of engagement and contributionindependence of judgment safeguarding the interests of the Company and its minorityshareholders etc.

The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman of the Board and the Executive Directorswas carried out by the Independent Directors.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors had adopted a Code of Conduct for the Board Members andemployees of the company. This Code helps the Company to maintain the Standard of BusinessEthics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrongdoing and promoting ethical conduct at theBoard and employees. The Compliance Officer is responsible to ensure adherence to the Codeby all concerned.

The Code lays down the standard of conduct which is expected to be followed by theDirectors and the designated employees in their business dealings and in particular onmatters relating to integrity in the work place in business practices and in dealing withstakeholders.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The company has framed a whistle blower policy. Further Directors and employees arehaving full access to the audit committee to report their genuine and serious concern ifthey observe any.

POLICY OF DIRECTORS' APPOINTMENT AND REMUNARATION

Directors' appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters providedunder section 178 of the Act are covered under the Board's policy formulated by theCompany.

BOARD COMPOSITION

The Board is well constituted with composition of One executive Two Non-executive andthree non-executive independent directors in the meeting.

Name of Member Category Meetings held during FY 2015 Meetings attended
Mr Vivek Ramsisaria Executive Director/Chairman 7 7
Mr Varun Ramsisaria Executive Director 7 7
Mrs Mamta Ramsisaria Executive Director 7 4
Mr. Mahesh Bohra Independent Director 7 6
Mr. AlokSethia IndependentDirector 7 5
Mr. Sunil Saraf IndependentDirector 7 3

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your company is not having Net profits of more than 5 Crore rupees in the Year 2013-14and during any financial year and hence compliance with the provisions of section 135 ofthe Act relating to CSR does not apply to the company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act the Directors hereby confirm:

1. That in the Preparation of Final Accounts the applicable Accounting Standards hadbeen followed along with proper explanation relating to material departures;

2. That they had selected such Accounting Policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the Financial Year and of theProfit or Loss of the Company for that period;

3. That they had taken proper and sufficient care for the maintenance of adequateAccounting Records in accordance with the provisions of the Act for safeguarding theAssets of the Company and for preventing and detecting fraud and other irregularities;

4. That they had prepared the Annual Accounts on a Going Concern basis.

5. That they laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and operating properly; and

6. That they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the contributions made byemployees at all levels towards the continued growth and prosperity of your Company.Directors take this opportunity to convey their thanks to all the valued shareholders andthe valuable services rendered by the Officers and Staff at all levels.

For and on behalf of the Board

Place: Chennai
Date: 29.05.2015 Director Director

ANNEXURE-1

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

1. CONSERVATION OF ENERGY

(a) Energy Conservation Measures taken installation of Power Saving CapacitorsMinimization of frictional and head tosses.

(b) Additional investments and Proposals if any being implement for reduction ofsteam and energy; NIL

(c) Impact of the measures of (a) and (b) above for reduction of energy consumption andconsequent impact on the cost of production of goods - Above measures have helped thecompany in stabilizing consumption.

(d) Total energy consumption and energy per unit of production' as per Form A is givenin' Annexure II.

2. TECHNOLOGY ABSORPTION

NIL

3. TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

NIL

4. FOREIGN EXCHANGE EARNINGS AND OUT GO:

Sl. No PARTICULARS Current Year (2014-15) Previous Year (2013-14)
1 Earnings (Export) 365133317 325296188
2 Out Go a) Foreign Travel 2087399 346915
3 b) Import of Raw Material 209860174 124005852

Form of disclosure of particulars with respect to conservation of Energy:

(A) Power and Fuel Consumption:

PARTICULARS Current Year (2014-15) Previous Year (2013-14)
1 ELECTRICITY
(a) Purchased Unit (kwh) 2599830 2053843
(b) Total Amount (Rs.) 21797282 16244081
(c) Rate per Unit (Rs./kwh) 8.38 7.90
2 i) Own Generation (Generator)
a) Units Generated through Diesel 714.77 989.44
b) Unit per Lt of Diesel (kwh) 2.21 2.27
c) Cost Per Unit (Rs/kwh 26.95 24.36
ii) Through Steam Nil Ni'l
3 Coal Nil Nil
4 Furnace Oil Nil Nil
5 Other/International generation Nil Nil

SECRETARIAL AUDIT REPORT

FOR THE FINANCAL YEAR ENDED 31.03.2015

Pursuant to section 204(1) of the Companies Act 2013 and rule No. 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Members

VIRGO POLYMERS INDIA LIMITED

A-l-A MMDA Industrial Complex

MaraiMalai Nagar

Chennai.

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by VIRGO POLYMERS INDIA LIMITED(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.

Based on my verification of the Company's books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the company hasduring the audit period covering the financial year ended on 31st March 2015 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by VIRGO POLYMERS INDIA LIMITED ("the Company") for thefinancial year ended on 31st March 2015 according to the provisions as applicable to theCompany during the period of audit:

(i) The Companies Act 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA') and the rules madethere under;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(iv) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act');-

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

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

(c) The Securities and Exchange Board of India (Registrars to an Issue and Share "

Transfer Agents) Regulations 1993 regarding the Companies Act and dealing HA s.cclient to the extent of securities issued; Practising Company.

(d) The Listing Agreements entered into by the Company with the Stock Exchanges wherethe equity shares of the Company are listed.

(e) Secretarial Standards issued by the Institute of Company Secretaries of India (NotApplicable for the Audit Period)

(v) As per the information given by the management in our opinion there are no laws/Regulations (as amended from time to time) which are specifically applicable to theCompany based on their sector/industry.

(vi) It is reported that during the period under review the Company is in the processof complying with the provisions of the Act Rules Regulations Guide lines etc includingthe following:

• Company is in the process of appointing the Key Managerial Personnel undersection 203 of the Act

• Company is in the process of appointing Independent Directors under section149(4).

• Non - formation of various committees required under above laws.

• Company being suspended by BSE it is yet to complete all listing compliances& requirements.

• Company is in the process of updating registers and all books under Act.

We further report that there were no actions/events in the pursuance of:

(a) The Securities and Exchange Board of India (Share Based employee Benefits)Regulations 2014 (Not Applicable for the Audit Period);

(b) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (Not Applicable for the Audit Period);

(c) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (Not Applicable for the Audit Period);

(d) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 (Not Applicable for the Audit Period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not Applicable for the Audit Period); requiring compliance thereof bythe Company during the Financial Year under review.

We further report that based on the infonnation provided by the Company its officersand in authorized representatives during the conduct of the audit and also on the reviewof quarterly compliance reports by respective department heads/CEO taken on record by theBoard of Directors of the Company in our opinion the Company is in process of establishTBA B.com a.c. adequate systems and processes and control mechanism to monitor andensure company Secretarit with applicable other general laws including Industrial LawsEnvironment Laws Human Resources and labour laws.

We further report that the compliance by the Company of applicable financial lawslike direct and indirect tax laws has not been reviewed in this Audit since the same havebeen subject to review by statutory financial auditor and other designated professionals.

We further report that:

The Board of Directors of the Company is constituted only with Executive DirectorsNon-Executive Directors and subject to note (vi) above.

Notice is given to all directors for the Board Meetings. Agenda and detailed notes onagenda were delivered and a system exists for seeking and obtaining further informationand clarifications on the agenda items before the meeting and for meaningful participationat the meeting.

All decisions at Board Meetings are carried out unanimously as recorded in the minutesof the meetings of the Board of Directors as the case may be.

We further report that during the audit period no events during the year have had amajor bearing on the Company's affairs except.

• The Company shares are suspended by Bombay Stock Exchange.

For Lakshmmi Subramanian & Associates
Sd/-
Place: Chennai P.S. SRINIVASAN
Date: 10/03/2016 Partner
C.P.NO. 3122

ANNEXURE-A

The Members

VIRGO POLYMERS INDIA LIMITED

A-l-A MMDA Industrial Complex

MaraiiVEalai Nagar

Chennai.

1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onmy audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on the random test basis to ensure that correct facts are reflectedin secretarial records. We believe that the processes and practices We followed provide areasonable basis for my opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Where ever required. We have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on random test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company

For Lakshmmi Subramanian & Associates
Place: Chennai P.S. SRINIVASAN
Date: 10/03/2016 Partner
C.P.NO. 3122