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Marvel Vinyls Ltd.

BSE: 531394 Sector: Industrials
NSE: N.A. ISIN Code: INE345L01018
BSE 05:30 | 01 Jan Marvel Vinyls Ltd
NSE 05:30 | 01 Jan Marvel Vinyls Ltd

Marvel Vinyls Ltd. (MARVELVINYLS) - Director Report

Company director report

To

The Members of Marvel Vinyls Limited

Your Directors are pleased to present the Company's 35th Annual Reporton the business & operations of the Company and Audited Statement of Accounts for theyear ended 31st March 2020 along with the Auditor's Report thereon.

FINANCIAL PERFORMANCE

The Company's financial performance for the year ended March 31 2020is summarized below:

Particulars

Year ended 31.03.2020

Year ended 31.03.2019

Revenue from Operations

25104.55

24185.79

Profit before Depreciation & Finance Cost

1307.28

1323.71

Finance Cost

503.45

536.04

Depreciation

398.81

386.44

Profit before Tax

405.02

401.23

Provision for Current Tax

120.72

150.00

Provision for Deferred Tax

(97.46)

(6.02)

Income tax Adjustment for Earlier Year

(0.28)

(0.57)

Net Profit/(Loss) after Tax

381.76

245.75

Other Comprehensive income Total Comprehensive Income transferred to other Equity

4.01

4.01

Appropriations

364.85

249.79

Dividend paid to Equity Shareholders (Incl. of DDT)

(153.80)

(51.30)

Retained Earnings for the Year

211.05

198.49

 

COMPANY STATE OF AFFAIRS AND OUTLOOK

During the year production was 285.31 Mt (Megatonne) as compared to283.23 Mt (Megatonne) in previous year. The Gross business receipt of your Company duringthe year was Rs. 25104.55 Lakh as compared to Rs. 24185.79 Lakh during the previous yearrepresenting a increase of 3.80%.

Your Company is one of the largest manufacturers of synthetic leatherin India having an installed capacity 20 million linear meters per annum with five coatinglines operations at different locations. To overcome the current market situation and tokeep the growth momentum moving your Company intend to mark its presence in new areasnew segment to explore new customers and new markets.

The export of the Company increased from Rs 3881.19 in preceding yearto 4928.59 Lakh Lakhs in current financial year 2019-20. Auto Companies are exploringIndia as a hub for settng up manufacturing facility to meet the demand for export. Withmore and more models approving your company's products in Domestic Automobile Industryyour Company expects to achieve good growth in future.

With the capacity of adding new product range to cater the customersever changing demands we do not foresee any problem on demand side of our industry.However exchange fluctuations with the trend of depreciating Rupees against the US Dollarand increasing trend of prices for petroleum products may impact us on account of time lagin passing the increase in prices to our customers. Company is fully geared to tackle thesame in usual course of business.

Your Company has put in concerted efforts on costs optimization andreduction of General and Administrative expenses to improve the cost base.

The current economic scenario and looking at the improvement in theindustrial growth across the globe your Company is sure of giving the exemplaryperformance. Today the companies are operating in environment where the survival of thefittest is the law of land. The major contributing factor towards the success of yourCompany is the customer centric approach ability to analyze and satisfy the demand of thecustomers development of new products introduction of new ideas reduction into costreduction and value addition to protect the margin as well as helping the customers toincrease their margin. Your Company is now on fast track adopting to change in theeconomic scenario and technological innovations keeping in mind the object of enjoying thestatus of leading player in this industry.

LISTING AT STOCK EXCHANGE

The equity shares of the Company were listed at Bombay Stock ExchangeLimited Delhi Stock Exchange Limited Jaipur Stock Exchange Madras Stock ExchangeAhmadabad Stock Exchange and Calcutta Stock Exchange. However as per the informationavailable with us except Bombay Stock Exchange all the above mentioned Stock exchangeshave stopped functioning and have already been derecognized vide varied SEBI orders. As ondate the Company remains listed at only BSE and even at BSE the Company is a fullycompliant Company.

The annual listing fees for the year 2019-20 has been paid by thecompany to Bombay Stock Exchange Limited.

DIVIDEND

The Board of Director of your Company has declared interim dividend 2/-Per Equity Shares of face value Rs. 10.00/- each (20.00%) in its meeting held on 16thMarch 2020 on Fully paid-up Equity Shares for the financial year 2019-20.

CAPITAL STRUCTURE

The paid-up Equity Share Capital as on March 31 2020 was Rs. 497.16Lakhs. The Authorized Share Capital of the Company is Rs. 110000000/- Crores (RupeesEleven Crores only) comprising of:

a) Rs. 55000000 (Rupees five Crores fifty Lakhs only) divided into5500000 (fifty five Lakhs only) Equity Shares of Rs. 10/- each (Rupees Ten only);

b) Rs. 20000000 (Rupees Two Crores only) divided into 200000 (TwoLakhs only) 18% Redeemable Preference Shares of Rs. 100/- each (Rupees One Hundred only);and

c) Rs. 35000000 (Rupees Three Crores fifty Lakhs only) divided into350000 (Three Lakhs fifty Thousand only) 12% Redeemable Preference Shares of Rs. 100/-each (Rupees One Hundred only)"

CHANGE IN CAPITAL STRUCTURE

The Board of Director of the Company at their meeting held on 22ndFebruary 2018 have forfeited the 1127900 partly paid up equity shares of the Company(belongs from Public) due to non -payment of the outstanding Calls in Arrears/final callMoney. Due to the above forfeiture the public shareholding falls below the prescribedlimits by BSE/SEBI. The relevant information on this subject was sent to concerndepartment of BSE. This has resulted into dropped in public shareholding to 5.42 % asagainst minimum stipulated requirements of 25%. The Company continuously making its effortto resolve this issue with BSE/SEBI.

Post forfeiture the issued/paid up shares of the Company decreasedfrom 5382583 to 4254683 fully paid Equity shares of Rs. 10/- each.

The company had only one class of 18% Cumulative Redeemable PreferenceShares having a par value of Rs. 100/- per share. Out of these 71070 Preference shareswere redeemed on 31st March 2018 at par i.e. 71.07 lacs by creating capital redemptionreserve out of general reserve and funds transferred to shareholders on 04th April 2018.Balance 128930 Preference Shares have been redeemed on 23rd March 2019 at par i.e. 128.93lacs by creating capital redemption reserve out of general reserve and funds have beentransferred to shareholders on 15th April 2019.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under reviewas stipulated under SEBI (Listing Obligations and Disclosure requirements) regulations2015 is presented in a separate section forming part of the Board's Report is enclosedat "Annexure-A".

MATERIAL CHANGES & COMMITMENTS

In pursuance to section 134(3)(L) of the Act No Material Changes andCommitment have occurred after the closure of Financial year to which the financialstatements related till the date of this report affecting the financial position of theCompany.

Impact of COVID-19 Pandemic

The COVID-19 pandemic is rapidly spreading throughout the world. Theoperations of the Company were impacted due to shutdown of all plants and officesfollowing nationwide lockdown by the Government of India. The Company has resumedoperations in a phase manner as per directives from the Government of India. The Companyhas evaluated impact of this pandemic on its business operations and financial positionand based on its review of current indicators of future economic conditions there is nosignificant impact on its financial statement as at 31st March 2020.

However the impact assessment of COVID-19 is a continuing processgiven the uncertainties associated with its nature and duration and accordingly the impactmay be different from that estimated as at the date of approval of these financialstatements. The company will continue to monitor any material changes to future economicsconditions.

SUBSIDIARY COMPANIES Company does not have any subsidiary. CORPORATEGOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporategovernance and adhere to the corporate governance requirements set out by Securities andExchange Board of India (SEBI) and Stock Exchange(s). The Company has also implementedseveral best corporate governance practices as prevalent globally.

Pursuant to Schedule V of the SEBI Listing Regulations A separatesection on Corporate Governance is included in the Annual Report and the Certificate fromCompany's auditors confirming the compliance with the code of Corporate Governance isannexed hereto.

The Board of Directors of the Company has evolved and adopted a Code ofConduct and posted the same on the Company's website www.marvelvinyls.com. The Directorsand Senior Management personnel have affirmed their compliance with the code for the yearended 31st March 2020.

HUMAN RESOURCES

Many initiatives have been taken to support business throughorganizational efficiency process change support and various employee engagementprogrammes which has helped the Organization achieve higher productivity levels. Asignificant effort has also been undertaken to develop leadership as well as technical/functional capabilities in order to meet future talent requirement.

The Company's HR processes such as hiring and on-boarding fairtransparent online performance evaluation and talent management process state- of-the-artworkmen development process and market aligned policies have been seen as benchmarkpractices in the Industry.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls withreference to financial statements. During the year such controls were tested and noreportable material weaknesses in the design or operation were observed.

A strong internal control culture is pervasive in the company. Thecompany has documented a robust and comprehensive internal control system for all themajor processes to ensure reliability of financial reporting timely feedback onachievement of operational and strategic goals compliance with policies procedures lawsand regulations safeguarding of assets and economical and efficient use of resources.

The Internal Audit Department continuously monitors and evaluates theefficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company withthe objective of providing to the Audit Committee and the Board of Directors anindependent objective and reasonable assurance on the adequacy and effectiveness of theorganization's risk management control and governance process.

The scope and authority of the Internal Audit activity are well definedand develops a risk based annual audit plan with inputs from business risk managementprominent stack holders and previous audit reports. The Internal Audit Report is reviewedand approved by the Audit Committee. During the year the Audit Committee met regularly toreview reports submitted by the Internal Auditor. All significant audit observations andfollow-up actions thereon were reported to the Audit Committee. The Audit Committee alsomet the company's Statutory Auditors to ascertain their views on the financial statementsincluding the financial reporting system compliance to accounting policies andprocedures the adequacy and effectiveness of the internal controls and systems followedby the company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company duringthe financial year with related parties were in the ordinary course of business and on anarm's length basis. During the year the Company has entered into the contract withrelated party Mrs. Yamini Chawla daughter of Mr. Pavan Kumar Chawla (Managing Director)for the purpose of provide placement services related to human resources and consultancyservices relating thereto in the Company. Further the Company has taken approval the FY2019-20 to enter into contract(s)/arrangement (s)/ transaction(s) with the MarvelIndustries & Services Pvt. Ltd upto the aggregate value upto maximum 65 Crore. arelated party within the meaning of Section 2 (76) of the Act and Regulation 2(1)(zb) ofthe Listing regulation by the members in the last Annual General Meeting held on 30thSeptember 2019. All related party transactions are placed before the audit committee andalso for the board approval.

The Company has developed a Policy on Related Party Transactions forpurpose of identification and monitoring of such transactions in which All Related PartyTransactions are placed before the Audit Committee as also the Board for approval. Thepolicy on Related Party Transactions as approved by the Board is uploaded on the Company'swebsite i.e. www.marvelvinyls.com.

Your Directors draw attention of the members to Note 43 to thefinancial statement which sets out related party disclosures.

RESEARCH AND DEVELOPMENT

With the continuing Research and Development activities the companyendeavors to improve and maintain its technical superiority and quality of its products.One of the objectives of the company is

to manufacture products giving an import substitution and to improveand develop good export market.

DIRECTORS AND KEY MANAGERIAL PERSONAL

Enhancing the competencies of the board and attracting as well asretaining talented employees for role of KMP/a level below KMP are the basis for theN&R Committee to select a candidate for appointment to the Board.

In accordance with the provisions of the Companies Act 2013 and interms of the Memorandum and Articles of Association of the Company Mr. Ankit ChawlaExecutive Director of the Company is liable to retire by rotation at the ensuing annualGeneral meeting and being eligible has offered himself for re-appointment. The Boardrecommends his appointment.

A. Appointment or Re-Appointment

During the Financial Year 2019-2020 Mr. Pankaj Chawla (DIN: 00104666)Executive Director of the company who retired by rotation have been reappointed at the34th Annual General Meeting of the company held on 30.09.2019.

Mr. Parmod Chopra (DIN: 08608202) was appointed as Additional Director( Non- Executive Independent Director) in the Board meeting held on November 13th 2019.

Necessary resolutions for the appointment/re- appointment of aforesaiddirectors wherever applicable have been incorporated in the notice convening the ensuingAnnual General Meeting. As required under the regulations the relevant details ofdirectors retiring by rotation and/or seeking appointment/re-appointment at the ensuingAGM are furnished as Annexure 'A' to the notice of AGM.

Key Managerial Personnel (KMP)

During the year company has appointed Mr. Rohan Dev Kaushik as CompanySecretary of the Company.

B. Declaration by independent Director

All Independent Directors of the Company have given declaration thatthey meet the criteria of independence as provided under Section 149 (6) of the Act andthe regulation 16(1)(b) of the regulations. The terms & conditions for the appointmentof Independent Directors are given on the website of the Company.

C. Formal Annual Evaluation of Board

The evaluation/assessment of the directors KMPs and the seniorofficials of the company is to be conducted on an annual basis and to satisfy therequirements of the Companies Act 2013.

The company has devised a Policy for performance evaluation ofindependent directors board committees and other individual directors which includecriteria for performance evaluation of the non-executive directors and executivedirectors.

The details of programmes for familiarization of independent directorswith the company their roles rights responsibilities in the company nature of theindustry in which the company operates business model of the company and related mattershave been elaborately devised by the top management and efforts are being made to createthe awareness about the same.

Pursuant to the provisions of the Companies Act 2013 and As providedby the Guidance Note on Board evaluation issued by the SEBI on 5th January 2017 theBoard has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration Committee Risk Management Committee and Stakeholder RelationshipCommittee. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.

D. Remuneration Policy

The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The brief of Remuneration Policy is set out in theCorporate Governance Report forming part of the Annual Report

E. Meetings

A calendar of Meetings is prepared and circulated in advance to theDirectors.

During the year ended on 31st March 2020 the Board of Directors hadNine (9) meetings. These were held on 30th May 2019; 13th August 2019;

30th August 2019; 17th October 2019; 13th November 2019; 14thNovember 2019; 14th January 2020; and 13th February 2020 and16th March 2020. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and the SEBI Regulations:

Name of Directors Category

No. of Board Meetings Attended

1 Mr. Pavan Kumar Chawla Chairman & Managing Director

9 of 9

2 Mr. Pankaj Chawla Whole-time Director & CFO

9 of 9

3 Mr. Ankit Chawla Whole-Time-Director

9 of 9

4 Mrs. Kirti Bhardwaj Independent Director

9 of 9

5 Mr. Saksham Chawla Whole-Time-Director

9 of 9

6 Mr. P.C. Raval Independent Director

3 of 9

7 Mr. J.S.P. Rai Independent Director

1 of 9

8 Mr. Parmod Chopra Independent Director

4 of 9

 

F. Changes in the Office of Company Secretary/Compliance Officer

Mr. Rohan Dev Kaushik was appointed as Company Secretary (CS) of theCompany w.e.f. 14th November 2019.

AUDIT COMMITTEE

The company has constituted the Audit Committee in line with theprovision of the Companies Act

2013 and the Listing Regulations entered by the company with the StockExchanges. As on 31st March 2020 the audit committee consist of three (03) members out ofwhich the two (02) are the independent directors. During the year ended on 31st March2020 the Audit Committee had Six (6) meetings. These were held on May 30th 2019; August13th 2019; August 30th 2019; November 14th 2019 February 13th 2020 and March 16th2020.

Name of Members Designation Category

No. of Meetings Held/Attended

1. Mrs. Kirti Bhardwaj Chairman Independent Director

6 of 6

2. Mr. Pankaj Chawla Member Non -Independent-Executive Director

6 of 6

3. Mr. P.C. Raval Member Independent Director

6 of 6

 

Committee along their terms of reference have been given in thecorporate governance report.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY

The company has constituted the Nomination & Remuneration Committeein line with the provision of the Companies Act 2013 and Regulation 19 of the SEBI (LODR)Regulation 2015. As on 31st March 2020 the Nomination & Remuneration Committeecomprises of three (03) directors all are Independent Directors.

The details of the Nomination & Remuneration Committee along withRemuneration Policy are set out in the Corporate Governance Report forming part of theAnnual Report.

• MANAGERIAL REMUNERATION

A) Details of the ratio of the remuneration of each director to themedian employee's remuneration and other details as required pursuant to Rule 5(1) of TheCompanies(Appointment and Remuneration of Managerial Personnel) Rules 2014 has beenprovided in "Annexure -B" to this report.

STAKEHOLDER'S RELATIONSHIP COMMITTEE (SHARE HOLDERS GRIEVANCECOMMITTEE)

During the year under review the company has constituted the"Stakeholders' Relationship Committee" in line with the provisions of Section178 of the Companies Act 2013. This Committee is responsible for the satisfactoryredressal of investors' complaints and recommends measures for overall improvement in thequality of investor services. During the year there were Two (2) meetings held onSeptember 20th 2019 and February 13th 2020.

RISK MANAGEMENT POLICY

The Company has framed and implemented a Risk Management Policy toidentify the various business risks. This framework seeks to create transparency minimizeadverse impact on the business objectives and enhance the Company's competitive advantage.The risk management policy defines the risk management approach across the enterprise atvarious levels including documentation and reporting.

RISK MANAGEMENT

Pursuant to the provisions of SEBI (LODR) Regulations The Company hasdevised and implemented a mechanism for risk management and has developed a RiskManagement Policy. The Policy provides for constitution of a Risk Committee which willwork towards creating a Risk Register identifying internal and external risks andimplementing risk mitigation steps.

The Risk Management Committee which has been entrusted with theresponsibility to assist the Board in (a) Overseeing and approving the Company'senterprise wide risk management framework; and (b) Overseeing that all the risks that theorganization faces such as strategic financial credit market liquidity securityproperty IT legal regulatory reputation and other risks have been identified andassessed and there is an adequate risk management infrastructure in place capable ofaddressing those risks. A Risk Management Policy was reviewed and approved by theCommittee.

The Company manages monitors and reports on the principal risks anduncertainties that can impact its ability to achieve its strategic objectives. TheCompany's management systems organizational structures processes standards code ofconduct and behaviors governs how the Company conducts the business of the Company andmanages associated risks.

The Company has introduced several improvements to IntegratedEnterprise Risk Management Internal Controls Management and Assurance Frameworks andprocesses to drive a common integrated view of risks optimal risk mitigation responsesand efficient management of internal control and assurance activities. This integration isenabled by all three being fully aligned wide Risk Management Internal Control andInternal Audit methodologies and processes.

The details of Committee and its objectives and scope are set out inthe Corporate Governance Report forming part of the Annual Report.

INDEPENDENT DIRECTORS

The Independent Directors of the company review the quality contentand timeliness of the flow of information between the Management and the Board and it'sCommittees which is necessary to effectively and reasonably perform and discharge theirduties. During the year ended on 31st March 2020 the separate meeting of IndependentDirectors was held on March 16th 2020. The composition of Independent Directors andmeetings attended by them as per Section 177 of the Companies Act 2013 and SEBIRegulations have been given in the corporate governance report.

CODE OF CONDUCT

The Chairman & Managing Director has confirmed and declared thatall the members of the board and the senior management have affirmed compliance with thecode of conduct. CODE FOR PREVENTION OF INSIDERTRADING PRACTICES

In accordance with the provisions of SEBI (Prohibition of InsiderTrading) Regulations 2015 your Company has formulated and adopted 'Code of Conduct forprevention of Insider Trading' and 'Code of practices and procedures for fair disclosureof Unpublished Price Sensitive Information' (hereinafter collectively referred to as"MVL Code of Conduct"). The MVL Code of Conduct is uploaded on the website ofthe company https://www.marvelvinyls.com

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

AUDITORS AND AUDITORS' REPORT

A. Statutory Auditors

M/s. Suresh Chandra & Associates Chartered Accountants (Firmregistration No. 001359N) 504 Prakash Deep building 7 Tolstoy Marg New Delhi- 110001is the Statutory Auditor of the Company who shall hold the office till the conclusion of38th Annual General Meeting of the Company.

The Audit Report given by M/s. Suresh Chandra & AssociatesChartered Accountants (Firm registration No. 001359N) 504 Prakash Deep building 7Tolstoy Marg New Delhi-110001 on the Financial Statements of the Company for theFinancial Year 2019-20 is part of the Annual Report. There are no qualificationsreservation adverse remark observations comments or disclaimer given by the Auditor intheir Report. Further with regard to section 134(3)(ca) of the Companies Act 2013 nofrauds have been reported by the auditors under section 143(12) of the said Act.

Secretarial Auditor

The Board has appointed M/s Deepak & Associates Practicing CompanySecretaries Firm in New Delhi through its proprietor Mr. Deepak Gautam having ICSIMembership No. A42094 and Certificate of Practice No. 15690 to conduct Secretarial Auditfor the financial year 2019-20.

Secretarial Auditor's Report

An audit report issued by M/s Deepak & Associates CompanySecretaries in respect of the secretarial audit of the Company for the financial yearended 31st March 2020 is given in "Annexure-C" to this Report.

The Secretarial Auditor has given below observations in his report. Inthis regards the reply of the Management has been given along with the observation.

1. As per regulation 31 of SEBI (Listing obligations & DisclosureRequirements) Regulations 2015 the 100% of shareholding of promoter(s) & promotergroup is not in dematerialized form.

Management's Reply: The 100 % of shareholding of your Company'sPromoters & Promoter group are not yet dematerialized as there is one members ofpromoters & promoter group whose shares will be transmitted as per order of court andthe same is under process.

2. As stipulated under Regulation 38 of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulation 2015 the Companyis not in compliance with the minimum public shareholding requirement specified in Rule19(2) and Rule 19A of the Securities Contracts (Regulation) Rules 1957.

Management's Reply: The Board of Directors of the company at theirmeeting held on 22nd February 2018 had forfeited 1127900 Equity Shares of Rs. 10/- eachdue to non-payment of allotment money after adjusting excess application money and theexchange has taken the same on record vide its letter No. BSE/LO/PB/Forfeit/130/2019-20dated June 4 2019 and also has issued notice to the trading members of the exchange videExchange's notice no. 20190406-19. Due to the above forfeiture the public shareholding ofthe Company falls below the prescribed limits by BSE/SEBI. The Company has takenappropriate action to resolve this issue.

B. Cost Auditor

In accordance with the provisions of section 148 of the act and rulemade thereunder the Board of Directors of the Company appointed M/s V.K Gupta & Co.Cost Auditors (Firm Reg. No. 001039) New Delhi as the Cost Auditor of the Company forthe Financial Year 2019-20.

The Company has received the Cost Audit Report on the cost accounts ofthe Company for the year ended March 31st 2020 and the same will be submitted to theCentral Government in due course.

The Board has re-appointed M/s V.K Gupta & Co. Cost Auditors (FirmReg. No. 001039) New Delhi as the Cost Auditor of the Company to conduct the cost auditfor the Financial Year 2020-21. The payment of the remuneration to Cost auditor requiresthe approval/ratification of the members of the company and necessary resolution in thisregard has been included in the notice convening the 35th AGM of the Company.

C. Internal Auditor

In accordance with the provisions under section 138 of the CompaniesAct 2013 read with Rule 13 of The Companies (Accounts) Rules 2014 thereof the Board ofDirectors of the Company has appointed M/s S D A V Chartered Accountants (FRN No.0022640N) through its partner Mr. Sandhya Deepak as Internal Auditor of the Company toconduct the internal audit of the Company for financial year 2019-20.

ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most importantstakeholders. Accordingly your Company's operations are committed to the pursuit ofachieving high levels of operating performance and cost competitiveness consolidating andbuilding for growth enhancing the productive asset and resource base and nurturingoverall corporate reputation. Your Company is also committed to creating value for itsother stakeholders by ensuring that its corporate actions positively impact thesocio-economic and environmental dimensions and contribute to sustainable growth anddevelopment.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has CSR policy in place and the same can be accessed atwww.marvelvinyls.com.

The annual report of CSR activities is annexed herewith as annexure 'H'to this report.

DISCLOSURES:

A. Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism/Whistle Blower Policythat enables the Directors and Employees to report genuine concerns. The policy providesfor (a) adequate safeguards against victimization of persons who use the Vigil Mechanism;and (b) direct access to the Chairperson of the Audit Committee of the Board of Directorsof the Company in appropriate or exceptional cases.

Protected disclosures can be made by a whistle blower through ane-mail or dedicated telephone line or a letter to the Chairman of the Audit Committee.Details of the Vigil Mechanism/Whistle Blower Policy are made available on the Company'swebsite i.e. www.marvelvinyls.com.

The details of Vigil Mechanism/Whistle Blower Policy and its terms ofreference are set out in the Corporate Governance Report forming part of the AnnualReport.

B. Deposits

The Company has not accepted deposit from the public falling within theambit of Section 73 to 76 of the Companies Act 2013 and The Companies (Acceptance ofDeposits) Rules 2014.

C. Particulars of Loans Guarantees or Investments

Particulars of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Act are given in the notes to the Financial Statements.

D. Energy Conservation Technology Absorption and Foreign ExchangeEarnings & Outgo

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 are provided herewithas "Annexure-D".

E. Pollution Control

The Company's plants do not generate any effluent beyond permissiblelimits. Further the company has adequate controls to maintain the pollution parameters.

F. Extract of Annual Return

The details forming part of the extract of the Annual Return in formMGT 9 is annexed herewith as "Annexure-E".

G. Particulars of Contracts or Arrangements with Related Parties

The particulars of contracts or arrangements with related partiesreferred to in Section 188(1) of the

Companies Act 2013 on arm's length transactions in ordinary course ofbusiness is disclosed in Form No. AOC-2 as "Annexure-F" to this report.

H. Particulars of Employees

The Industrial Relations scenario continued to be cordial. The Companyregards its employees as a great asset and accords high priority to training anddevelopment of employees. In terms of Section 136 of the Act the Report and Accounts arebeing sent to the members and others entitled thereto.

Details of Employees pursuant to Section 197 of the Companies Act2013("the Act") read with Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith as"Annexure-G" forming part of the Annual Report.

I. Equal Opportunity Employer

The company has always provided a congenial atmosphere for work to allemployees that are free from discrimination and harassment inducing sexual harassment. Ithas provided equal opportunities of employment to all without regard to their castereligion color marital status and sex.

J. Information under The Sexual Harassment Of Women at Workplace(Prevention Prohibition And Redressal) Act 2013

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy. During the year therewere no cases reported to the Committee.

K. General Disclosure

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. As there was no subsidiary of the Company during the year 2019-20neither the Managing Director nor the Whole-time Directors of the Company receive anyremuneration or commission from any of other Company.

3. During the year 2019-20 Company neither issued shares withdifferential voting rights or granted stock options or sweat equity or ESOS to theemployees under any scheme.

DIRECTORS' RESPONSIBILITY STATEMENT

Subject to disclosures in the Annual accounts and also on the basis ofthe discussion with the Statutory Auditors of the Company from time to time To the bestof their knowledge and belief and according to the information and explanations obtainedby them your Directors make the following statements in terms of Section 134(3) of theCompanies Act 2013:

i) That in the preparation of the annual financial statements for theyear ended 31st March 2020 the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any;

ii) That Company has selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2020 andof the profit of the Company for the year ended on that date;

iii) That proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv) That the annual financial statements have been prepared on a goingconcern basis;

v) That proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively.

PANKAJ CHAWLA

PAVAN KUMAR CHAWLA

PLACE: NEW DELHI

Whole-time Director & CFO

Managing Director

DATE: 31.08.2020

DIN:00104666

DIN:00101197