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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 34th Annual Report on the business& operaons of the Company and Audited Statement of Accounts for the year ended 31stMarch 2019 along with the Auditor's Report thereon.

FINANCIAL PERFORMANCE

The Company's financial performance for the year ended March 31 2019 is summarizedbelow:

Particulars Year ended 31.03.2019 Year ended 31.03.2018
Revenue from Operaons 24185.79 25378.98
Profit before Depreciaon & Finance Cost 1323.71 1429.91
Finance Cost 536.04 510.13
Depreciaon 386.44 363.89
Profit before Tax 401.23 555.89
Provision for Current Tax 150 210.00
Provision for Deferred Tax (6.02) (13.98)
Income tax Adjustment for Earlier Year (0.57) -
Net Profit/(Loss) after Tax 245.75 359.87
Other Comprehensive income 4.01 4.01
Total Comprehensive Income transferred to other Equity 249.79 363.88
Appropriations
Dividend paid to Equity Shareholders (Incl. of DDT) (51.30) (51.21)
Retained Earnings for the Year
198.49 312.67

COMPANY STATE OF AFFAIRS AND OUTLOOK

During the year produc on was 283.23 MT as compared to 290.92 MT in previous year. TheGross business receipt of your Company during the year was Rs. 24185.79 Crore as comparedto Rs. 25378.98 Crores during the previous year represenng a decrease of 4.70%.

Your Company is one of the largest manufacturers of synthec leather in India having aninstalled capacity 20 million linear meters per annum with ve coang lines operaons at dierent locaons. To overcome the current market situaon and to keep the growth momentummoving your Company intend to mark its presence in new areas new segment to explore newcustomers and new markets.

The export of the Company decreased from Rs. 5934.96 Lakh in preceding year to Rs.3881.19 Lakhs in current financial year 2018-19. Auto Companies are exploring India as ahub for seng up manufacturing facility to meet the demand for export. With more and moremodels approving your company's products in Domesc Automobile Industry your Companyexpects to achieve good growth in future.

With the capacity of adding new product range to cater the customers ever changingdemands we do not foresee any problem on demand side of our industry. However exchangeuctuaons with the trend of depreciang Rupees against the US Dollar and increasing trend ofprices for petroleum products may impact us on account of me lag in passing the increasein prices to our customers. Company is fully geared to tackle the same in usual course ofbusiness.

Your Company has put in concerted e orts on costs op miza on and reduc on of Generaland Administrav e expenses to improve the cost base.

The current economic scenario and looking at the improvement in the industrial growthacross the globe your Company is sure of giving the exemplary performance. Today thecompanies are operang in environment where the survival of the test is the law of land.The major contribung factor towards the success of your Company is the customer centricapproach ability to analyze and sas fy the demand of the customers development of newproducts introduc on of new ideas reducon into cost reducon and value addion to protectthe margin as well as helping the customers to increase their margin. Your Company is nowon fast track adop ng to change in the economic scenario and technological innovaonskeeping in mind the object of enjoying the status of leading player in this industry.

LISTING AT STOCK EXCHANGE

The equity shares of the Company were listed at Bombay Stock Exchange Limited DelhiStock Exchange Limited Jaipur Stock Exchange Madras Stock Exchange Ahmadabad StockExchange and Calcu a Stock Exchange. However as per the informaon available with usexcept Bombay Stock Exchange all the above menoned Stock exchanges have stopped funconingand have already been derecognized vide varied SEBI orders. As on date the Companyremains listed at only BSE and even at BSE the Company is a fully compliant Company.

The annual lisng fees for the year 2018-19 has been paid by the company to Bombay StockExchange Limited.

DIVIDEND

The Board of Director of your Company in its Meetting held on 30th May 2019 hasrecommended Dividend of Rs. 1.00/- per equity shares of face value Rs. 10.00/- each(10.00%) on Fully paid-up Equity Shares for the financial year 2018-19 and the same issubject to approval of the shareholder at the ensuing Annual general meeng.

CAPITALSTRUCTURE

The paid up Equity Share Capital as on March 31 2018 was Rs. 497.16 Lakhs. TheAuthorized Share Capital of the Company is Rs. 110000000/- Crores (Rupees Eleven Croresonly) comprising of:

a) Rs. 55000000 (Rupees five Crores Lakhs only) divided into 5500000 ( y fiveLakhs only) Equity Shares of Rs. 10/- each (Rupees Ten only);

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

c) Rs. 35000000 (Rupees Three Crores fifty Lakhs only) divided into 350000 (ThreeLakhs fifty Thousand only) 12% Redeemable Preference Shares of Rs. 100/- each (Rupees OneHundred only)"

CHANGE IN CAPITAL STRUCTURE

The Board of Director of the Company at their Meetting held on 22nd February 2018 haveforfeited the 1127900 partly paid up equity shares of the Company (belongs from Public)due to non payment of the outstanding Calls in Arrears/final call Money. Due to the aboveforfeiture the public shareholding falls below the prescribed limits by BSE/SEBI. Therelevant informaon on this subject was sent to concern department of BSE. This hasresulted into dropped in public shareholding to 5.42 % as against minimum spula tedrequirements of 25%. The Company has started taking interest to bring the Publicshareholdings to minimum 25%.

Post forfeiture the issued/paid up shares of the Company decreased from 5382583 to4254683 fully paid Equity shares of Rs. 10/- each.

The company had only one class of 18% Cumulav e Redeemable Preference Shares having apar value of Rs. 100/- per share. Out of these 71070 Preference shares were redeemed on31st March 2018 at par i.e. 71.07 lacs by creang capital redempon reserve out of generalreserve and funds transferred to shareholders on 04th April 2018. Balance 128930Preference Shares have been redeemed on 23rd March 2019 at par i.e. 128.93 lacs by creangcapital redempon reserve out of general reserve and funds have been transferred toshareholders on 15th April 2019.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as spula tedunder SEBI (Lisng Obligaons and Disclosure requirements) regulaons 2015 is presented in aseparate secon forming part of the Board's Report is enclosed at "Annexure-A".

SUBSIDIARY COMPANIES

Company does not have any subsidiary.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by Securies and Exchange Board ofIndia (SEBI) and Stock Exchange(s). The Company has also implemented several bestcorporate governance pracces as prevalent globally.

Pursuant to Schedule V of the SEBI Lis ng Regula ons A separate sec on on CorporateGovernance is included in the Annual Report and the Cer c ate from Company's auditors conrming the compliance with the code of Corporate Governance is annexed hereto.

The Board of Directors of the Company has evolved and adopted a Code of Conduct andposted the sameon the Company's website www.marvelvinyls.com. The Directors and SeniorManagement personnel have a rmed their compliance with the code for the year ended 31stMarch 2019.

HUMAN RESOURCES

Many ini a ves have been taken to support business through organiza onal e ciencyprocess change support and various employee engagement programmes which has helped theOrganizaon achieve higher producvity levels. A significant e ort has also been undertakento develop leadership as well as technical/ funconal capabili es in order to meet futuretalent requirement.

The Company's HR processes such as hiring and on-boarding fair transparent onlineperformance evaluaon and talent management process state-of-the-art workmen developmentprocess and market aligned policies have been seen as benchmark pracces in the Industry.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operaon were observed.

A strong internal control culture is pervasive in the company. The company hasdocumented a robust and comprehensive internal control system for all the major processesto ensure reliability of financial repor ng mely feedback on achievement of operaonal andstrategic goals compliance with policies procedures laws and regula ons safeguardingof assets and economical and efficient use of resources.

The Internal Audit Department con nuously monitors and evaluates the e cacy andadequacy of internal control system in the Company its compliance with operang systemsaccounng procedures and policies at all locaons of the Company with the objective ofproviding to the Audit Committee and the Board of Directors an independent objective andreasonable assurance on the adequacy and effectiveness of the organiza on's riskmanagement control and governance process.

The scope and authority of the Internal Audit acvity are well de ned and develops arisk based annual audit plan with inputs from business risk management prominent stackholders and previous audit reports. The Internal Audit Report is reviewed and approved bythe Audit Committee. During the year the Audit Committee met regularly to review reportssubmited by the Internal Auditor. All significant audit observa ons and follow-up ac onsthereon were reported to the Audit Committee. The Audit Committee also met the company'sStatutory Auditors to ascertain their views on the financial statements including thefinancial repor ng system compliance to accounng policies and procedures the adequacyand effectiveness of the internal controls and systems followed by the company.

CONTRACTS AND ARRANGEMENTS WITHRELATED

PARTY TRANSACTIONS

All contracts/arrangements/transacons entered by the Company during the financial yearwith related par es were in the ordinary course of business and on an arm's length basis.During the year the Company has entered into the contract with related party Mrs. YaminiChawla daughter of Mr. Pavan Kumar Chawla (Managing Director) for the purpose of provideplacement services related to human resources and consultancy services relang thereto inthe Company. Further there was no materially significant related party transacon made bythe company with promoters directors key managerial personnel or other designatedpersons which may have a potenal con ict with the interest of the Company at large. Allrelated party transac ons are placed before the audit Committee and also for the boardapproval.

The Company has developed a Policy on Related Party Transacons for purpose of iden caon and monitoring of such transacons in which All Related Party Transac ons are placedbefore the Audit Committee as also the Board for approval. The policy on Related PartyTransacons as approved by the Board is uploaded on the Company's website i.e.www.marvelvinyls.com.

Your Directors draw a enon of the members to Note 42 to the financial statement whichsets out related party disclosures.

RESEARCH AND DEVELOPEMENT

With the connuing Research and Development acvies the company endeavors to improve andmaintain its technical superiority and quality of its products. One of the objectives ofthe company is to manufacture products giving an import substuon and to improve anddevelop good export market.

DIRECTORS AND KEY MANAGERIAL PERSONAL

Enhancing the competencies of the board and ar acng as well as retaining talentedemployees for role of KMP/a level below KMP are the basis for the N&R Committee toselect a candidate for appointment to the Board.

In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum and Arcles of Associaon of the Company Mr. Pankaj Chawla Executive Directorof the Company is liable to rer e by rotaon at the ensuing annual General Meetting andbeing eligible has o ered himself for re-appointment. The Board recommends hisappointment.

A. Appointment or Re-Appointment

During the Financial Year 2018-2019 Mr. Saksham Chawla (DIN: 06617758) ExecutiveDirector of the company who re red by rotaon have been re-appointed at the 33rd AnnualGeneral Meeng of the company held on 29.09.2018.

Necessary resoluons for the appointment/ re-appointment of aforesaid directorswherever applicable have been incorporated in the noce convening the ensuing AnnualGeneral Meetting. As required under the regulaons the relevant details of directors rering by rota on and/or seeking appointment/re-appointment at the ensuing AGM are furnishedas Annexure ‘A' to the noce of AGM.

Key Managerial Personnel (KMP)

Mr. Pankaj Chawla was appointed as CFO of the Company w.e.f. 21st May 2018.

B. Declaration by independent Director

All Independent Directors of the Company have given declaraon that they meet thecriteria of independence as provided under Secon 149 (6) of the Act and the regulaon16(1)(b) of the regula ons. The terms & condi ons for the appointment of IndependentDirectors are given on the website of the Company.

C. Formal Annual Evaluation of Board

The evalua on/assessment of the directors KMPs and the senior o cials of the companyis to be conducted on an annual basis and to sas fy the requirements of the Companies Act2013.

The company has devised a Policy for performance evalua on of independent directorsboard Committees and other individual directors which include criteria for performanceevaluaon of the non-Executive directors and Executive directors.

The details of programmes for familiarizaon of independent directors with the companytheir roles rights responsibilies in the company nature of the industry in which thecompany operates business model of the company and related mafters have been elaboratelydevised by the top management and e orts are being made to create the awareness about thesame.

Pursuant to the provisions of the Companies Act 2013 and As provided by the GuidanceNote on Board evaluaon issued by the SEBI on 5th January 2017 the Board has carried outan annual performance evalua on of its own performance the directors individually as wellas the evaluaon of the working of its Audit Nominaon & Remuneraon Committee RiskManagement Committee and Stakeholder Relaonship Committee. The manner in which theevaluaon has been carried out has been explained in the Corporate Governance Report.

D. Remuneration Policy

The Board has on the recommendaon of the Nomina on & Remunera on Committee frameda policy for selecon and appointment of Directors Senior Management and their remuneraon. The brief of Remunera on Policy is set out in the Corporate Governance Report formingpart of the Annual Report

E. Meettings

A calendar of Meettings is prepared and circulated in advance to the Directors.

During the year ended on 31st March 2019 the Board of Directors had nine (8) meengs.These were held on 21st May 2018; 30th May 2018; 26th July 2018; 14th August 2018;29th August 2018; 14th November 2018; February 14th 2019; and March 23rd 2019. Theintervening gap between the Meengs was within the period prescribed under the CompaniesAct 2013 and the SEBI Regulaons:

SR. NO NAME OF DIRECTORS CATEGORY NO. OF BOARD MEETINGS ATTENDED
1 Mr. Pavan Kumar Chawla Chairman & Managing Director 8 of 8
2 Mr. Pankaj Chawla Whole-me Dir ector & CFO 8 of 8
3 Mr. Ankit Chawla Whole-Time-Director 8 of 8
4 Mrs. Kir Bhar dwaj Independent Director 8 of 8
6 Mr. Saksham Chawla Whole-Time-Director 8 of 8
7 Mr. P.C. Raval Independent Director 4 of 8
9 Mr. J.S.P. Rai Independent Director 3 of 9

F. Changes in the office of Company

Secretary/Compliance Officer

During the year there was no change in the office/posi on of Company Secretary &Compliance Officer of the Company.

AUDIT COMMITTEE

The company has constut ed the Audit Committee in line with the provision of theCompanies Act 2013 and the Lisng Regulaons entered by the company with the StockExchanges. As on 31st March 2019 the audit Committee consist of three (03) members out ofwhich the two (02) are the independent directors. During the year ended on 31st March2019 the Audit Committee had Five (5) meengs. These were held on May 21st 2018; May30th 2018; August 14th 2018; November 14th 2018 and February 14th 2019.

The composi on of Audit Committee and meengs a ended by the members which is to beformed as per Secon 177 of the Companies Act 2013 and SEBI regulaons is been given below:

S.NO. NAME OF MEMBERS DESIGNATION CATEGORY NO. OF MEETINGS HELD / ATTENDED
1. Mrs. Kir Bhar dwaj Chairman Independent Director 5 of 5
2. Mr. Pankaj Chawla Member Non-Independent-Execuv e Director 5 of 5
3. Mr. P.C. Raval Member Independent Director 4 of 5

The more details on Audit Committee along their terms of reference have been given inthe corporate governance report.

NOMINATION AND REMUNERATIONCOMMITTEE AND POLICY

The company has constut ed the Nominaon & Remuneraon Committee in line with theprovision of the Companies Act 2013 and Regulaon 19 of the SEBI (LODR) Regulaon 2015. Ason 31st March 2019 the Nominaon & Remuneraon Committee comprises of three (03)directors all are Independent Directors.

The details of the Nominaon & Remuneraon Committee along with Remuneraon Policy areset out in the Corporate Governance Report forming part of the Annual Report.

MANAGERIAL REMUNERATION

A) Details of the rao of the remuneraon of each director to the median employee'sremuneraon and other details as required pursuant to Rule 5(1) of TheCompanies(Appointment and Remuneraon of Managerial Personnel) Rules 2014 has beenprovided in "Annexure B" to this report.

STAKEHOLDER'S RELATIONSHIP COMMITTEE (SHARE HOLDERS GRIEVANCE COMMITTEE)

During the year under review the company has cons tuted the "Stakeholders' Relaonship Committee" in line with the provisions of Secon 178 of the Companies Act2013. This Committee is responsible for the sasf actory redressal of investors' complaintsand recommends measures for overall improvement in the quality of investor services.During the year there were four (4) meengs held on 30th May 2018; 4th September 2018;21st November 2018 and 11th January 2019.

During the Financial Year 2018-19 The Company and its Registrar & Share TransferAgent has received no Complaints from any investor of the Company. Further no sharetransfer was pending as on March 31 2019.

RISK MANAGEMENT POLICY

The Company has framed and implemented a Risk Management Policy to iden fy the variousbusiness risks. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company's compe five advantage. The riskmanagement policy de nes the risk management approach across the enterprise at variouslevels including documentaon and reporng.

RISK MANAGEMENT

Pursuant to the provisions of SEBI (LODR) Regula ons The Company has devised andimplemented a mechanism for risk management and has developed a Risk Management Policy.The Policy provides for cons tu on of a Risk Committee which will work towards creang aRisk Register idenfying internal and external risks and implemenng risk mig aon steps.

The Risk Management Committee which has been entrusted with the responsibility toassist the Board in (a) Overseeing and approving the Company's enterprise wide riskmanagement framework; and (b) Overseeing that all the risks that the organiza on facessuch as strategic nancial credit market liquidity security property IT legalregulatory reputaonal and other risks have been iden ed and assessed and there is anadequate risk management infrastructure in place capable of addressing those risks. A RiskManagement Policy was reviewed and approved by the Committee.

The Company manages monitors and reports on the principal risks and uncertaines thatcan impact its ability to achieve its strategic objec ves. The Company's managementsystems organizaonal structures processes standards code of conduct and behaviorsgoverns how the Company conducts the business of the Company and manages associated risks.

The Company has introduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworks and processes to drive acommon integrated view of risks op mal risk mig aon responses and efficient management ofinternal control and assurance ac vi es. This integraon is enabled by all three beingfully aligned wide Risk Management Internal Control and Internal Audit methodologies andprocesses.

The details of Committee and its objectives and scope are set out in the CorporateGovernance Report forming part of the Annual Report.

INDEPENDENT DIRECTORS

The Independent Directors of the company review the quality content and meliness ofthe ow of informaon between the Management and the Board and it's Committees which isnecessary to e ecv ely and reasonably perform and discharge their dues. During the yearended on 31st March 2019 the separate Meetting of Independent Directors was held onMarch 23rd 2019. The composi on of Independent Directors and meengs a ended by them asper Secon 177 of the Companies Act 2013 and SEBI Regulaons have been given in thecorporate governance report.

CODE OF CONDUCT

The Chairman & Managing Director has con rmed and declared that all the members ofthe board and the senior management have a rmed compliance with the code of conduct.

CODE FOR PREVENTION OF INSIDERTRADING PRACTICES

In accordance with the provisions of SEBI (Prohibion of Insider Trading) Regulaons2015 your Company has formulated and adopted ‘Code of Conduct for prevenon ofInsider Trading' and ‘Code of prac ces and procedures for fair disclosure ofUnpublished Price Sensi ve Informaon' (hereinafter collecv ely referred to as "MVLCode of Conduct"). The MVL Code of Conduct is uploaded on the website of the companyhps://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 wouldimpact the going concern status of the Company and its future operaons.

AUDITORSAND AUDITORS' REPORT

A. Statutory Auditors

During the Year under review the shareholders of the Company at the 33rd AGM approvedthe appointment of M/s. Suresh Chandra & Associates Chartered Accountants (Firmregistration No. 001359N) 504 Prakash Deep building 7 Tolstoy Marg New Delhi-110001as the Statutory Auditor of the Company in place of Mr. Akash Verma Statutory Auditor ofthe Company who had resigned from the post of Statutory Auditor of the Company and shallhold the office from conclusion of 33rd Annual General Meetting till the conclusion of38th Annual General Meetting of the Company.

The Audit Report given by M/s. Suresh Chandra & Associates Chartered Accountants(Firm registration No. 001359N) 504 Prakash Deep building 7 Tolstoy Marg NewDelhi-110001 on the Financial Statements of the Company for the Financial Year 2018-19 ispart of the Annual Report. There are no quali cations reservation adverse remarkobservations comments or disclaimer given by the Auditor in their Report. Further withregard to section 134(3)(ca) of the Companies Act 2013 no frauds have been reported bythe auditors under section 143(12) of the said Act.

B. Secretarial Auditor

The Board has appointed M/s Manish K & Associates Practicing Company SecretariesFirm in New Delhi through its proprietor Mr. Manish Kumar having ICSI Membership No.A43111 and Certi cate of Practice No. 15931 to conduct Secretarial Audit for the financialyear 2018-19.

Secretarial Auditor's Report

An audit report issued by M/s Manish K & Associates Company Secretaries inrespect of the secretarial audit of the Company for the financial year ended31st March2019 is given in "Annexure-C" to this Report.

The Secretarial Auditor has given below observations in his report. In this regardsthe reply of the Management has been given along with the observation.

1. As per regulation 31 of SEBI (Listing obligations & Disclosure Requirements)Regulations 2015 the 100% of shareholding of promoter(s) & promoter group is not indematerialized form.

Management's Reply: The 100 % of shareholding of your Company's Promoters &Promoter group are not yet dematerialized as there are three members of promoters &promoter group whose shares will be transmi ed as per order of court and the same isunder process.

2. As stipulated under Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company is not incompliance with the minimum public shareholding requirements speci ed in Rule 19(2) andRule 19A of the Securities Contracts (Regulation) Rules 1957.

Management's Reply: The Board of Director of the company at their Meetting held on 22ndFebruary 2018 had forfeited 1127900 equity shares of Rs. 10/- each due to non-paymentof allotment money after adjusting excess application money and the exchange has taken thesame on record vide its letter no. BSE/LO/PB/Forfeit/130/2019-20 dated June 4 2019 andalso has issued notice to the trading members of the exchange vide Exchange's notice no.20190406-19. Due to the above forfeiture the public shareholding of the Company fallsbelow the prescribed limits by BSE/SEBI. The company has initiated the process to complythe minimum public shareholding as prescribed by SEBI/BSE.

C. Cost Auditor

In accordance with the provisions of section 148 of the act and rule made thereunderthe 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 for the FinancialYear 2018-19.

The Company has received the Cost Audit Report on the cost accounts of the Company forthe year ended march 31st 2019 and the same will be submited to the Central Government indue course.

The Board has re-appointed M/s V.K Gupta & Co. Cost Auditors (Firm Reg. No.001039) New Delhi as the Cost Auditor of the Company to conduct the cost audit for theFinancial Year 2019-20. The payment of the remunera on to Cost auditor requires theapproval/ra c aon of the members of the company and necessary resoluon in this regard hasbeen included in the noce convening the 34th AGM of the Company.

D. Internal Auditor

In accordance with the provisions under secon 138 of the Companies Act 2013 read withRule 13 of The Companies (Accounts) Rules 2014 thereof the Board of Directors of theCompany has appointed M/s S R K A & Company Chartered Accountants (FRN No. 020656N)through its partner Mr. Sash Agrawal as Internal Auditor of the Company to conduct theinternal audit of the Company for financial year 2018-19.

ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders.Accordingly your Company's opera ons are committed to the pursuit of achieving highlevels of operang performance and cost compev eness consolidang and building for growthenhancing the produc ve asset and resource base and nurturing overall corporate reputa on.Your Company is also committed to creang value for its other stakeholders by ensuring thatits corporate acons posiv ely impact the socio-economic and environmental dimensions andcontribute to sustainable growth and development.

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 ac vi es is annexedherewith as annexure ‘H' to thisreport.

DISCLOSURES:

A. Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism/ Whistle Blower Policy that enables theDirectors and Employees to report genuine concerns. The policy provides for (a) adequatesafeguards against vicmiz aon of persons who use the Vigil Mechanism; and (b) directaccess to the Chairperson of the Audit Committee of the Board of Directors of the Companyin appropriate or exceponal cases.

Protected disclosures can be made by a whistle blower through an e-mail or dedicatedtelephone line or a leer to the Chairman of the Audit Commiee.Detailsofthe Vigi lMechanism/Whistle Blower Policy are made available on the Company's website i.e.www.marvelvinyls.com.

The details of Vigil Mechanism/Whistle Blower Policy and its terms of reference are setout in the Corporate Governance Report forming part of the Annual Report.

B. Deposits

The Company has not accepted deposit from the public falling within the ambit of Secon73 to 76 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. Due to the condion imposed by the bankers your Company has accepted the unsecuredloans from its directors their relav es and associates during the financial year.

C. Particulars of Loans Guarantees or

Investments

Parcular s of Loans Guarantees and Investments covered under the provisions of Secon186 of the Act are given in the notes to the Financial Statements.

D. Energy Conservation Technology Absorption and Foreign Exchange Earnings & Outgo

The informa on on conserva on of energy technology absorp on and foreign exchangeearnings and outgo s pulated under Sec on 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 are provided herewith as"Annexure-D".

E. Pollution Control

The Company's plants do not generate any e uent beyond permissible limits. Further thecompany has adequate controls to maintain the polluon parameters.

F. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure-E".

G. Particulars of Contracts or Arrangements with

Related Parties

The parcular s of contracts or arrangements with related pares referred to in Secon188(1) of the Companies Act 2013 on arm's length transacons in ordinary course of businessis disclosed in Form No. AOC-2 as "Annexure-F" to this report.

H. Particulars of Employees

The Industrial Relaons scenario connued to be cordial. The Company regards itsemployees as a great asset and accords high priority to training and development ofemployees. In terms of Secon 136 of the Act the Report and Accounts are being sent to themembers and others entled thereto.

Details of Employees pursuant to Secon 197 of the Companies Act 2013("theAct") read with Rule 5 (2) of the Companies (Appointment and Remuneraon of ManagerialPersonnel) Rules 2014 is annexed herewith as "Annexure-G" forming part of theAnnual Report.

I. Equal Opportunity Employer

The company has always provided a congenial atmosphere for work to all employees thatare free from discrimina on and harassment inducing sexual harassment. It has providedequal opportunies of employmen t to all without regard to their caste religion colormarital status and sex.

J. Information under The Sexual Harassment Of Women at Workplace (PreventionProhibi]on And Redressal) Act 2013

The Company has in place an An -Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevenon Prohibion & Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. During the year there were no cases reported tothe Committee.

K. General Disclosure

Your Directors state that no disclosure or reporng is required in respect of thefollowing items as there were no transacons on these it ems during the year under review:

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

2. As there was no subsidiary of the Company during the year 2018-19 neither theManaging Director nor the Whole-me Directors of the Company receive any remunera on orcommission from any of other Company.

3. During the year 2018-19 Company neither issued shares with di erenal vong rights orgranted stock opons or sw eat equity or ESOS to the employees under any scheme.

DIRECTORS' RESPONSIBILITY STATEMENT

Subject to disclosures in the Annual accounts and also on the basis of the discussionwith the Statutory Auditors of the Company from me to me To the best of their knowledgeand belief and according to the informaon and explanaons obtained by them your Directorsmake the following statements in terms of Secon 134(3)c of the Companies Act 2013:

i) That in the preparaon of the annual financial statements for the year ended 31stMarch 2019 the applicable accoun ng standards have been followed along with properexplanaon relang to material departures if any;

ii) That Company has selected such accounng policies and applied them consistently andmade judgments and es mates that are reasonable and prudent so as to give a true and fairview of the state of a airs of the Company as at March 31 2019 and of the Profit of theCompany for the year ended on that date;

iii) That proper and su cient care has been taken for the maintenance of adequateaccounng records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preven ng and detecng fraud and otherirregularies;

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

v) That proper internal financial controls were in place and that the financialcontrols were adequate and were operang e ecv ely.

For and on behalf of the Board of Directors
M/s MARVEL VINYLS LIMITED
PANKAJ CHAWLA PAVAN KUMAR CHAWLA
PLACE: NEW DELHI Whole-me Dir ector & CFO Managing Director
DATE: 30.08.2019 DIN: 00104666 DIN: 00101197