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Vinayak Polycon International Ltd.

BSE: 534639 Sector: Industrials
NSE: N.A. ISIN Code: INE581M01016
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NSE 05:30 | 01 Jan Vinayak Polycon International Ltd
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P/E 13.73
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OPEN 8.66
CLOSE 8.65
VOLUME 300
52-Week high 8.66
52-Week low 6.80
P/E 13.73
Mkt Cap.(Rs cr) 3
Buy Price 8.66
Buy Qty 104.00
Sell Price 8.65
Sell Qty 206.00

Vinayak Polycon International Ltd. (VINAYAKPOLYCON) - Director Report

Company director report

To

The Members

Vinayak Polycon International Limited

Your Directors have pleasure to present their Ninth Annual Report on the business andoperations of the Company along with the Audited Financial Statements for the financialyear ended on 31st March 2018 and Auditor's Report thereon.

1. Financial Summary / Highlights:

The financial performance of the company for the year ended 31st March 2018 issummarized below:

(Amount in Lakhs)
Particulars Year ended 31.03.2018 Year ended 31.03.2017
Sales
Domestic 1892.98 2066.40
Export 0.00 0.00
Other Revenue 1.52 1.25
Total Revenue 1894.50 2067.65
Total Expenses 1889.47 2047.09
Profit Before Interest Depreciation & Tax 128.83 171.84
Less: Financial Cost 37.61 45.57
Profit Before depreciation & Tax 91.22 126.27
Less: Depreciation 86.19 105.71
Profit/(loss) Before exceptional item 5.03 20.56
Profit Before Tax 5.03 20.56
Less: Tax Liability (including deferred tax) -6.19 10.33
Profit/(Loss) After Tax 11.22 10.23

2. Performance Review

Financial information is presented in accordance with the Indian Accounting Standards(Ind-AS). Our reporting currency is Indian Rupees (INR). The Company continued its focuson growing its business faster than market while protecting product quality &profitability. The investments done last year could not yield full potential due toimplementation of GST in the current year. The implementation led to de-stocking by ourOEM buyers pre-GST and the sales could not increase as it should have. Still the companymanaged a modest growth. It is not visible in the statement above due to adoption ofInd-AS in the current year.

Briefly during the year under report the Company's total income decreased to Rs.1894.50 lakhs from Rs. 2067.65 lakhs in the previous year registering a decline of 8.37%.

This is primarily due to inclusion of excise duty in sales and exclusion of GST fromsales as per Ind AS requirements. Earnings before Interest Depreciation and Tax decreasedto Rs. 128.83 lakhs as from Rs. 171.84 lakhs in the preceding year which translates into afall of 25.03 %. However Profit after Tax (PAT) is Rs. 11.22 lakhs as against Rs. 10.23lakhs in previous year.

3. Dividend

In view of future working and expansion projects of the Company your Directors do notrecommend payment of any dividend for the year ended 31st March 2018.

4. Reserves

The Board has not proposed transfer of any amount to General Reserve. Profits of theCompany during the year i.e. Rs. 11.22 Lakhs is transferred to the Profit & Loss A/Cfor the Financial Year 2017-18 in compliance with the relevant provisions of theCompanies Act 2013.

5. Material changes and commitments if any affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report

There are no material changes affecting the financial position of the company whichhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of the report.

6. Significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

7. Fixed deposits

During the Financial Year 2017-18 your Company has not invited accepted or renewedany deposits from the public within the meaning of the Companies Act 2013 read togetherwith the Companies (Acceptance of Deposits) Rules 2014.

8. Auditors and Auditors' Report

A. Statutory Auditors

At the Annual General Meeting held on 6th September 2014 M/s A. Natani & Co.Chartered Accountants Jaipur (FRN: 007347C) were appointed as Statutory Auditors of theCompany to hold office till the conclusion of the tenth Annual General Meeting. In termsof the first proviso to Section 139 of the Companies Act 2013 the appointment of theauditors shall be placed for ratification at every Annual General Meeting. In accordancewith the provisions of Companies (Amendment) Act 2017 notified w.e.f. 7th May 2018 bythe Ministry of Corporate Affairs the appointment of Statutory Auditor is not required tobe ratified at every AGM.

As required under the provisions of Section 139 of the Companies Act 2013 the Companyhas obtained a written certificate from the above-mentioned Auditors to the effect thatthey conform with the limits specified in the said Section and that they are notdisqualified for appointment within the meaning of Section 141 of the said Act.

There is no reservation qualification or adverse remark contained in the StatutoryAuditors' Report attached to Financial Statements for the financial year ended on 31stMarch 2018. Information referred in Auditors' Report are self-explanatory and do not callfor any further comments. The Statutory Auditors have not reported any incident of fraudto the Audit Committee of the Company in the year under review.

B. Secretarial Auditor

As per the provisions of Section 204 of Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 every listed companyis required to annex with its Board's Report a Secretarial Audit Report given by aCompany Secretary in practice. The Board had appointed M/s V.M. & Associates CompanySecretaries Jaipur (FRN: P1984RJ039200) as "Secretarial Auditor" to conductSecretarial Audit for the financial year 2017-18.

The Secretarial Audit Report for the financial year 2017-18 in Form MR-3 is attachedherewith as Annexure 1. There is no reservation qualification or adverse remarkcontained in the Secretarial Auditor Report. Information referred in Secretarial AuditorReport are self-explanatory and do not call for any further comments.

The Board of Directors have re-appointed M/s V. M. & Associates CompanySecretaries Jaipur (FRN: P1984RJ039200) as "Secretarial Auditor" of Company forthe financial year 2018-19.

C. Internal Auditor

Pursuant to Section 138 of the Companies Act 2013 every Listed Company is required toappoint an Internal Auditor or a firm of Internal Auditors.

In line with the aforesaid section the Board of Directors has appointed Mr. VikramBaid (Membership No.: 077821) as Internal Auditor of the Company for the financial year2017-18. Mr. Vikram Baid is a Chartered Accountant as required under Section 138 of theCompanies Act 2013.

The Board of Directors have re-appointed Mr. Vikram Baid as Internal Auditor of theCompany for the financial year 2018-19.

9. Capital Structure

During the Financial Year 2017-18 there is no change in capital structure of theCompany and paid up share capital of the Company stands at Rs. 30812950/- (Three croreeight lakhs twelve thousand nine hundred and fifty).

10. Extract of the annual return

Extract of the Annual Return in Form MGT-9 containing details as on the financial yearended 31st March 2018 as required under Section 92 (3) of the Companies Act 2013 readwith the Companies (Management and Administration) Rules 2014 is included in the Reportas Annexure 2.

11. Conservation of energy technology absorption and foreign exchange earnings andoutgo

The information related to Conservation of Energy Technology Absorption ForeignExchange Earning and Outgo as required under Section 134 (3)(m) of the Companies Act 2013read with Rule 8 (3) of the Companies (Accounts) Rules 2014 is included in the Report as Annexure3.

12. Directors and Key Managerial Personnel

A. Changes in Directors and Key Managerial

Personnel

Your Company's Board is duly constituted and is in compliance with the requirements ofthe Companies Act 2013 the Listing Regulations and provisions of the Articles ofAssociation of the Company. Your Board has been constituted with requisite diversitywisdom and experience commensurate to the scale of operations of your Company.

Mr. Vikram Baid (DIN: 00217347) Executive Director of the Company who retired andbeing eligible was re-appointed at the 08th AGM of the Company. There was no change inthe composition of Board during the year under review.

In accordance with the provisions of the Companies Act 2013 and in terms of theArticles of Association of the Company Mr. Bhanwar Lal Baid Director of the Companyretire by rotation and being eligible offer himself for reappointment. The Boardrecommends his reappointment.

Mrs. Anima Bordia (DIN: 06941148) Mr. Niraj Nahata (DIN: 06830067) and Mr. PawanNahata (DIN: 06945991) were appointed as Independent Directors by Shareholders in the 05thAGM of the Company to hold office for a term upto 31st March 2019. The Board based onthe performance evaluation of Independent Directors and as per the recommendation of theNomination and Remuneration Committee considers that given their background andexperience and contributions made by them during their tenure the continued associationof Mrs. Anima Bordia Mr. Niraj Nahata and Mr. Pawan Nahata would be beneficial to theCompany and it is desirable to continue to avail their services as Independent Directors.The Board recommends their re-appointment.

Mr. Vikram Baid (DIN: 00217347) Executive Director and Mr. Bharat Kumar Baid (DIN:00212506) Managing Director were appointed by Shareholders in the 05th AGM of the Companyto hold office for a term upto 31st March 2019. The Board based on the performanceevaluation of Independent Directors and as per the recommendation of the Nomination andRemuneration Committee considers that given their background and experience andcontributions made by them during their tenure the continued association of Mr. VikramBaid and Mr. Bharat Kumar Baid would be beneficial to the Company and it is desirable tocontinue to avail their services as Executive Director and Managing Director respectively.The Board recommends their reappointment.

In compliance with Regulation 36(3) of the Listing Regulations read with theSecretarial Standard on General Meetings (SS-2) issued by the Institute of CompanySecretaries of India (ICSI) the required information about the Directors proposed to bereappointed has been annexed to the Notice convening the 09th Annual General Meeting.

B. Declaration by an Independent Director(s) and re- appointment if any

All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The terms & conditions for the appointment of Independent Directors are available onthe website of the Company http://vinayakpolycon.com/node/29.

C. Formal Annual Evaluation

The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of independentdirectors shall be done by the entire Board of Directors excluding the director beingevaluated. The Board has carried out an annual performance evaluation of its ownperformance that of its Committees and individual Directors. The performance of the Boardas whole was satisfactory. The Board was unanimous in their opinion that the resultsreflect the overall engagement of the Board and its Committees with its Company and itsManagement and they were satisfied with the same.

13. Number of meetings of the Board of Directors

The Board of Directors met six times during the financial year 2017-18 on 30th May2017 14th August 2017 4th September 2017 13th December 2017 13th February 2018 and12th March 2018. The intervening gap between the meetings frequency and quorum at thesemeetings were in conformity with the provisions of the Companies Act 2013 SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Secretarial Standardsissued by The Institute of Company Secretaries of India ("SecretarialStandards").

The names and categories of the Directors on the Board their attendance at Boardmeetings during the year and at last Annual General Meeting as also the number ofDirectorships and Committee memberships held by them in other companies are shown in thetable:

Name & Designation of Director Category No. of Meetings Held No. of Meetings Attended Whether Attended Last AGM No. of Outside Director ships of Other Companies No. of Committee Memberships No. of Committee Chairmanships
Mr. Bhanwar Lal Baid Chairman Non-Executive Director & Promoter 6 2 No - - -
Mr. Bharat Kumar Baid Managing Director Executive Director & Promoter 6 6 Yes - - -
Mr. Vikram Baid Whole-time Director Executive Director & Promoter 6 6 Yes 1 - -
Mr. Pawan Nahata Director Non- Executive Independent Director 6 4 No - 3 -
Mr. Niraj Nahata Director Non- Executive Independent Director 6 4 No - 3 -
Mrs. Anima Bordia Director Non- Executive Independent Director 6 6 Yes - 3 3

The draft of the minutes prepared by the Company is circulated among the Directors fortheir comment / suggestion and finally after incorporating their views final minutes arerecorded in the minute's books. Post meeting important decisions taken are communicatedto the concerned officials and departments for the effective implementation of the same.

14. Committees of the Board

Currently the Board has three committees: the Audit committee Nomination andRemuneration committee and Stakeholders Relationship committee. All committees consistentirely of independent directors.

The composition of the committees and compliances as per the applicable provisions ofthe Act and Rules are as follows:

Name of the Committee Composition of the Committee Highlights of duties responsibilities and activities
Audit Committee Mrs. Anima Bordia Chairperson As per Section 177 of the Companies Act 2013 following are the duties of Audit committee:
To oversee the financial reporting process and disclosure of financial information.
Mr. Niraj Nahata To review with management quarterly half yearly and annual financial statements and ensure their accuracy and correctness before submission to the Board.
Mr. Pawan Nahata To review with management and internal auditors the adequacy of internal control systems approving the internal audit plans and reviewing the efficacy of their function discussion and review of periodic audit reports including findings of internal investigations.
To recommend the appointment of the internal and statutory auditors and fixing their remuneration.
To hold discussions with the statutory and internal auditors.
Audit committee performed all of its duties during the year.
All recommendations made by the audit committee during the year were accepted by the Board.
In accordance with the requirements of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations 2015 the Company has formulated several policies. The policies including the Whistleblower Policy are available on our website http://www.vinayakpolycon.com/policies
Nomination and Remuneration Committee Mrs. Anima Bordia Chairperson The committee oversees and administers executive compensation operating under a written policy adopted by our Board of Directors. As per Section 178 of Companies Act 2013 Following are the duties of Nomina tion and Remuneration Committee:
Mr. Niraj Nahata Carry out assignments from time to time as prescribed under Schedule V to the Companies Act 2013.
Mr. Pawan Nahata To recommend to the Board compensation terms of the Executive Directors.
To assist the Board in determining and implementing the Company's Policy on the remuneration of Executive Directors.
The committee has designed and continuously reviews the Nomination and
Remuneration Policy for our Directors and senior executives to align both short- term and long-term remuneration with business objectives and to link remuneration with the achievement of measurable performance goals.
The Nomination and Remuneration Committee has framed the Nomination and
Remuneration Policy which is available on the website of the Company.
Stakeholders Relationship Committee Mrs. Anima Bordia Chairperson The committee reviews and ensures redressal of investor grievances.
Mr. Niraj Nahata The committee noted that all the grievances of the investors have been resolved.
Mr. Pawan Nahata

15. Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism / Whistle Blower Policy to deal withinstances of fraud and mismanagement if any. The Policy has a systematic mechanism fordirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of the Company's Code of Conduct or policy. Under the said Mechanismthe employees are free to report violations of applicable laws and regulations and theCode of Conduct. It also provides for adequate safeguards against the victimization ofpersons who use such mechanism. During the year under review none of the personnel hasbeen denied access to the Chairman of Audit Committee. The policy is available on theCompany's website at the link :http://www.vinayakpolycon.com/sites/default/files/policies/Policy-of-Whistle-Blower-Vigil-Mechanism.pdf.

16. Loans guarantees or investments

During the year under review the company has not provided any loan to any person orother body corporate; neither it has given any guarantee or provided security inconnection with a loan nor it has acquired by way of subscription purchase or otherwisethe securities of any other body corporate.

17. Related Party Transactions

The Company has framed the policy on related party transaction and Audit Committee hasreviewed the related party transaction in every meeting. There are no material significantrelated party transactions made by the Company with Promoters Directors KMP or otherdesignated persons and their relatives which may have a potential conflict with theinterest of the Company at large. Particulars of contracts or arrangements with relatedparties referred to Section 188(1) of the Companies Act 2013 in the form AOC 2 is annexedherewith as Annexure 4.

A list of all related party transactions is placed before the Audit Committee as wellas the Board of Directors. The policy on related party transactions is available onCompany's website i.e . http://www.vinayakpolycon.com/sites/default/files/policies/Policy%20on%20Related%20Party%20T ran sactions.pdf .

18. Particular of Employees

The information as required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 and subsequent amendments thereto is annexed to this Board's

Report and marked as Annexure 5.

A statement containing the information of top ten employees in terms of remunerationdrawn as required under Section 197(12) of the Companies Act 2013 read with Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andsubsequent amendments thereto is annexed to this Board's Report and marked as Annexure5.

19. Nomination & Remuneration Policy

The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on 31st March 2018 the Board consists of 6 members one of whom isexecutive or whole-time director one is managing director one is non-executive directorand chairman and three are independent directors. The Board periodically evaluates theneed for change in its composition and size.

The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Subsection (3) of Section 178 of the Companies Act 2013adopted by the Board is available on the website of theCompanyhttp://vinayakpolycon.com/sites/default/files/Nomination%20and%20Remuneration%20Policy.pdf. We affirm that the remuneration paid to thedirectors is as per the terms laid out in the Nomination and Remuneration Policy of theCompany.

20. Independent Directors' Meeting

As per the requirement of Schedule IV to the Companies Act 2013 the IndependentDirectors of the Company met during the year inter alia to:

1. Review the performance of non - Independent Directors and the Board of Directors asa whole;

2. Review the performance of the Chairperson of the Company taking into account theviews of the Executive and Non - Executive Directors;

3. Assess the quality quantity and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

They expressed satisfaction over the performance of Non-Independent DirectorsChairperson and Board.

21. Internal Financial Control

The Company has well defined mechanisms in place to establish and maintain adequateinternal controls over all operational and financial functions considering the naturesize and complexity of its business. The Company maintains adequate internal controlsystems that provide among other things reasonable assurance of recording thetransactions of its operations in all material respects and of providing protectionagainst significant misuse or loss of Company's assets. The Company is following all theapplicable Indian Accounting Standards as issued by The Institute of Chartered Accountantsof India for properly maintaining the books of accounts and reporting financialstatements.

Mr. Vikram Baid Internal Auditor of the Company independently evaluate adequacy ofinternal controls and audit the majority of the transactions undertaken by the Company.Post audit reviews are carried out to ensure that audit recommendations have beenimplemented.

The Audit Committee of the Board of Directors which comprises of Independent Directorsinter alia reviews the adequacy and effectiveness of internal Control and monitorsimplementation of Internal Audit observations.

22. Policy on Prevention of Sexual Harassment at Workplace

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace inline with the requirements of the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013 and Rules framed thereunder.

The Company has ensured organisation wide dissemination of the Policy and theprovisions of Prevention of Sexual Harassment of Women at Workplace Act by conductingsessions throughout the Company.

During the financial year 2017-18 no complaint was received by the Company. TheCompany is committed to providing a safe and conducive work environment to all of itsemployees and associates.

23. Risk Management Policy

The Company has framed and implemented a Risk Management Policy to identify the variousbusiness risks. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company's competitive advantage. The riskmanagement policy defines the risk management approach across the enterprise at variouslevels including documentation and reporting.

24. Management Discussion and Analysis

A. Industry Structure & Development

During the period under review there is significant increase in the use of plasticincluding PET Containers throughout the country. Clear Visibility of packed product inprimary and secondary packaging has gained importance. The buyer wants to clearly see theinner contents before buying and wants the container to be unbreakable child safe anddurable. This led to great increase in manufacturing of plastic wares in the countryespecially PET.

Your company is on its way to capitalize on this trend through improved production ofplastic products and through alliances with the suppliers who have specific expertise inthe related field. At the same time there was a significant shortage of Power in TamilNadu where the factory is located which led to higher dependence on Self-generatedElectricity.

B. Opportunity

The consumption of plastic is increasing at the rapid speed as it is easy andconvenient to use and can easily be recycled. It paves a path to the companies to make newdevelopment for the better positioning in the market. The ability to see the contents offthe shelves before buying in a transparent container is always preferred over others.

Vinayak Polycon International Limited continuously striving to increase its productionand aims to provide better quality products to its consumers along with making strongposition in domestic market.

C. Threats

• Temporary decline in the economic activity

• Increase competition in the plastic industry due to entry of new players

• Introduction of new technologies

• Introduction of new taxes

• Introduction of new Tax-Free Zones in India

• Any unfavourable change in Government Policies may affect the profitability ofthe company.

• Threat of substitutes

• Shortage of Electricity in Tamil Nadu

D. Segment Wise Performance

As the company is engaged in only one segment of plastic items there is no need toelaborate segment wise performance.

E. Outlook

The Outlook of your Company is promising in light of its refreshed mission and visionand clear strategic framework. Vinayak Polycon International Limited leadership team andemployees at all levels are in line with the strategy and working towards making it asuccess. The Company's product development team has developed an exciting range of plasticitems which will fuel our growth in future.

F. Risks and Concerns

Competition is increasing day-by-day in all fields of business. Similarly there iscompetition in plastic industries too. The company is facing various risks and obstacleswhich includes inflation risk credit risk interest rate risk non-availability ofraw-material high prices etc.

In order to overcome such situations company is fully aware towards the preparation ofappropriate programs adoption of suitable policies and to take corrective andprecautionary measures for safeguarding the company's market position and further tostrengthening it.

G. Adequacy of Internal Control System

The Company has a comprehensive system of internal controls to safeguard the company'sassets against loss from unauthorized use and ensure proper authorization of financialtransactions.

The company has an exhaustive budgetary control system to monitor all expendituresagainst approved budget on an ongoing basis.

The Company has an internal audit function which is empowered to examine the adequacyand compliance with policies plans and statutory requirement.

The management duly considers and take appropriate actions on the recommendation madeby Audit Committee of the Board of Directors.

H. Discussion of Financial Performance

Your Company's net turnover for the year ended 31st March 2018 is Rs. 1894.50 lakhs.The Profit before interest depreciation and tax is Rs. 128.83 lakhs. However profitafter tax is Rs. 11.22 lakhs.

Your Company is engaged in the manufacturing of Plastic Containers and Closures and theincome also derived from the sale of these products. Your Company is hopeful of sustainingits performance through calibrated steps. Your directors are confident of the long-termbusiness prospects of the Company.

I. Human Resources Development/Training

Human Resources are the important asset of any enterprise. Success of any enterprisemainly depends on its human power. In this regard your company has made best efforts toemploy good professionals staff members labourers etc.

Vinayak Polycon International Limited is keen to retain best of the human resources byeffective training and development programs by providing reasonable wages and salary bycreating good working environment etc. Company's human resources are mobilized in order tostrengthen the company internally to face future challenges. Your company is providing a"state of art" working environment to the employees with a view to optimizetheir performance.

As on 31st March 2018 the Company employed a total of 39 employees of which 13 wereOfficers and 26 belong to non-executive cadre.

J. Trade Relations

Vinayak Polycon International Ltd. believes in building teams across the business andfunctions with the aim to share knowledge and experience. Cross functional teams work withclear objectives to solve the issues and create value for the company. The company fostersopen dialogue among the employees with the brief that the people who communicatecontinuously and openly build trust and mutual respect.

The Company maintained healthy cordial and harmonious Industrial relations at alllevels. The Directors wish to place on record their appreciation for the valuablecontribution by the employees of the Company.

25. Listing Fees

At present the equity shares of the Company are listed on BSE Limited (BSE). Theannual listing fee for Financial Year 2018-19 to BSE has been paid.

26. Depository System

The ISIN no. allotted to the Company is INE581M01016. The Company has also establishedthe required connectivity with both the NSDL & CDSL through its registrar and sharetransfer agent MAS Services Pvt. Ltd. Delhi for both physical and demat segments.

The equity shares of the Company can be held in electronic form with any depositoryparticipant (DP) with whom the Members/Investors have their depository account.

27. Prevention of Insider Trading

In compliance with the provisions of Securities Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 the Board has adopted a code of conduct and code ofpractices and procedures for fair disclosure of unpublished price sensitive information on30th May 2015 to preserve the confidentiality of price sensitive information preventmisuse thereof and regulate the trading by Insiders. The code of practice and proceduresfor fair disclosure of unpublished price sensitive information is available on theCompany's website at http://www.vinayakpolycon.com/sites/default/files/Insider%20Trading%20Code%20%28Effective%20fr om%2015th%20May%202015%29.pdf.

28. Corporate Governance Report

Corporate governance is an ethically driven business process that is committed tovalues aimed at enhancing an organization's brand and reputation. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholders' expectations. At Vinayak Polycon InternationalLimited it is imperative that our company affairs are managed in a fair and transparentmanner. This is vital to gain and retain the trust of our stakeholders.

Pursuant to Regulation 15(2) of Listing Regulations 2015 compliance with the certainprovisions of Listing Regulations 2015 is not mandatory for the time being for Companieshaving paid up equity share capital not exceeding Rs. 10 crore and Net Worth not exceedingRs. 25 crore as on the last day of the previous financial year.

Since our Company falls in the ambit of aforesaid exemption; hence compliance with thecertain provisions of Listing Regulations 2015 is not mandatory for our Company.Consequently our Company is not required to provide separate section on CorporateGovernance Report.

However our Company has complied with all the disclosures and requirements which areapplicable under all the rules regulations for the time being in force.

29. Directors' Responsibility Statement

As required under Section 134(5) of the Companies Act 2013 the Directors herebyconfirm that:

a) In the preparation of the annual accounts for the year ended 31st March 2018 theapplicable indian accounting standards have been followed and there are no materialdepartures from the same.

b) The Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a 'Going Concern' basis.

e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively and

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Acknowledgement

Your Company has been able to operate efficiently because of the culture ofprofessionalism creativity integrity and continuous improvement in all functions andarea as well as the efficient utilization of the Company's resources for sustainable andprofitable growth.

We thank the Government of India Ministry of Corporate Affairs Custom & ExciseDepartment Income Tax Department BSE NSDL CDSL Bankers State Governments and otherGovernment Agencies for their continuing support and look forward for the same support inthe future.

PLACE: JAIPUR DATE: 03.09.2018

FOR AND ON BEHALF OF THE BOARD
FOR VINAYAK POLYCON INTERNATIONAL LIMITED
BHARAT KUMAR BAID
MANAGING DIRECTOR
DIN : 00212506
VIKRAM BAID
WHOLE TIME DIRECTOR & CHIEF FINANCIAL OFFICER
DIN : 00217347

 

Annexure 3

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as per Rule 8 (3) of the Companies (Accounts) Rules 2014

A. Conservation of energy

Energy conservation measures taken during 2017-18:

1. Steps taken or impact on conversation of energy:

The operations of the Company are not energy intensive. We regularly evaluate and usenew energy efficient technologies and make necessary investment in these equipment to makeour infrastructure more energy efficient. The Company has increased the consumption ofelectricity and reduced the consumption of Fuel as much as possible so that carbonfoot-print of your company is reduced.

2. Steps taken by the Company for utilizing alternate sources of energy

The company is aggressively replacing normal and Halogen lamps with LED lights to saveelectricity. All the lights in factory are now replaced wherever possible.

3. Capital investment on Energy Conservation Equipments

The Company has not made any Capital investment on Energy Conservation Equipment.

B. Technology Absorption

(i) Efforts made towards technology absorption

The company buys latest technology molds and machine parts from its suppliers to keepitself competitive and updated to latest technology available for its productionprocesses.

(ii) The Benefits derived like product improvement cost reduction product developmentor import substitution

Reduction in down time cycle time and repair costs has been achieved through theefforts taken on technology and product development. The company is always updated interms of production process and technologies.

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)

a) Details of technology imported: The Company has not imported any technology duringthe last three financial years.

b) The year of import: Not Applicable c) Whether the technology has been fullyabsorbed: Not Applicable d) If not fully absorbed areas where absorption has not takenplace and the reasons thereof: Not Applicable (iv) Expenditure incurred on Research andDevelopment: NIL

C. Foreign Exchange earnings and outgo

There was no Foreign Exchange earnings and outgo in the company during the financialyear.

FOR AND ON BEHALF OF THE BOARD

FOR VINAYAK POLYCON INTERNATIONAL LIMITED

BHARAT KUMAR BAID VIKRAM BAID
MANAGING DIRECTOR WHOLE TIME DIRECTOR & CHIEF FINANCIAL OFFICER
PLACE: JAIPUR DIN : 00212506 DIN : 00217347
DATE: 03.09.2018