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Vinayak Polycon International Ltd.

BSE: 534639 Sector: Industrials
NSE: N.A. ISIN Code: INE581M01016
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Vinayak Polycon International Ltd. (VINAYAKPOLYCON) - Director Report

Company director report

To

The Members

Vinayak Polycon International Limited

Your Directors have pleasure to present their Eleventh (11th) Annual Report on thebusiness and operations of the Company along with the Audited Financial Statements for thefinancial year ended on 31st March 2020 and Auditor's Report thereon.

1. FINANCIAL SUMMARY / HIGHLIGHTS

The financial performance of the company for the year ended on 31st March 2020 issummarized below:

(Amount in Lakhs)

Particulars Year ended Year ended
31.03.2020 31.03.2019
Sales
Domestic 1557.48 2327.31
Export 0.00 0.00
Other Revenue 1.77 1.54
Total Revenue 1559.25 2328.85
Total Expenses 1556.02 2308.80
Profit Before Interest Depreciation & Tax 110.70 148.15
Less: Financial Cost 35.58 37.28
Profit Before depreciation & Tax 75.12 110.87
Less: Depreciation 71.89 90.82
Profit/(loss) Before exceptional item 3.23 20.05
Exceptional item - 35.69
Profit after Exceptional item but Before Tax 3.23 55.74
Less: Tax Liability (including deferred tax) 1.11 14.63
Profit After Tax 2.12 41.11

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.

Briefly during the year under report the Company's total income decreased to Rs.1559.25 lakhs from Rs. 2328.85 lakhs in the previous year registering decrease of 33.05%.Earnings before Interest Depreciation and Tax decreased to Rs. 110.70 lakhs from Rs.148.15 lakhs in the preceding year which translates into decrease of 25.28%. Profit afterTax (PAT) is Rs. 2.12 lakhs as against Rs. 41.11 lakhs in previous year this decrease ismainly due to exceptional item in the year 2018-19 which arose due to liability created bydemerger approved by Hon'ble Rajasthan High Court no longer required to be paid.

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 on 31st March 2020.

4. RESERVES

The Board has not proposed transfer of any amount to General Reserve. Profits of theCompany during the year i.e. Rs. 2.12 Lakhs is transferred to the Profit & Loss A/Cfor the Financial Year 2019-20 in compliance with the relevant provisions of theCompanies Act 2013.

5. CORPORATE SOCIAL RESPONSIBILITY

Company's net worth is below Rs. 500 Crore Turnover is less than Rs.1000 Crore and Netprofit (Before Tax) is less than Rs. 5 Crore hence provisions of section 135 of theCompanies Act 2013 read with the Companies (Corporate Social Responsibility Policy)Rules 2014 are not applicable on the Company.

6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Material changes affecting the financial position of the company which have occurredbetween the end of the financial year to which the financial statements relate and thedate of the report are as follows: The recent outbreak and global spread of Coronavirus(COVID-19) pandemic globally and in India is causing significant disturbance and slowdownof economic activity. In many countries businesses are being forced to cease or limittheir operations for long or indefinite periods of time. Measures taken to contain thespread of the virus including travel bans quarantines social distancing and closures ofnon-essential services have triggered significant disruptions to businesses worldwideresulting in an economic slowdown.

COVID-19 is significantly impacting business operation of the companies by way ofinterruption in production supply chain disruption unavailability of personnel closure/ lockdown of production facilities etc. Your Company responded quickly to ensure thesafety of its employees and other stakeholders as per guidelines issued by authorities ineach jurisdiction. In keeping with its policy of prioritizing employee safety yourCompany had issued early guidelines to its employees on maintaining social distancinghygiene at workplaces etc.

On 24th March 2020 the Government of India ordered a nationwide lockdown for 21 dayswhich further got extended till 3rd May 2020 to prevent community spread of COVID-19 inIndia resulting in significant reduction in economic activities.

The company's operations in Jaipur were completely suspended during the said period.The Company's Chennai operations resumed by permission w.e.f. 13th April 2020 incompliance with government directives to operate its factories to maintain supply ofpackaging material for essential commodities like food medicines etc.

The Company has evaluated impact of this pandemic on its business operations andfinancial position and based on its review of current indicators of future economicconditions there is no significant impact on its financial statements as at 31st March2020. However the impact assessment of COVID-19 is a continuing process given theuncertainties associated with its nature and duration and accordingly the impact may bedifferent from that estimated as at the date of approval of these financial statements.The Company will continue to monitor any material changes to future economic conditions.

7. 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.

8. FIXED DEPOSITS

During the Financial Year 2019-20 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.

9. AUDITORS AND AUDITORS' REPORT

A. Statutory Auditors

At the 10th Annual General Meeting held on 26th September 2019 M/s Tambi Ashok &Associates Chartered Accountants Jaipur (FRN: 005301C) were appointed as StatutoryAuditors of the Company to hold office till the conclusion of the fifteenth Annual GeneralMeeting. In accordance with the provisions of Companies (Amendment) Act 2017 notifiedw.e.f. 7th May 2018 by the Ministry of Corporate Affairs the appointment of StatutoryAuditor is not required to be 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 from continuing as Auditors within the meaning of Section 141 of the saidAct.

There is no reservation qualification or adverse remark contained in the StatutoryAuditors' Report attached to Financial Statements for the financial year ended on 31stMarch 2020. Information referred in Auditors' Report are self-explanatory and don't callfor any further comments.

REPORTING OF FRAUDS BY AUDITORS

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/or Board under Section 143(12) ofthe Act and Rules framed thereunder.

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 2019-20.

The Secretarial Audit Report for the financial year 2019-20 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 Company has received consent and certificate of eligibility from M/s V. M. &Associates Company Secretaries Jaipur for the financial year 2020-21 to act asSecretarial Auditors. The Board in their meeting held on 28th August 2020 hasre-appointed M/s V. M. & Associates Company Secretaries Jaipur (FRN: P1984RJ039200)as Secretarial Auditor of the Company to carry out secretarial audit for the financialyear 2020-21.

REPORTING OF FRAUDS BY AUDITORS

There was no instance of fraud during the year under review which required theSecretarial Auditors to report to the Audit Committee and/or Board under Section 143(12)of the Act and Rules framed thereunder.

C. Internal Auditor

Mr. Praveen Maharwal Jaipur was appointed as Internal Auditor of the Company forconducting Internal Audit for financial year 2019-20. The Internal Audit Reports werereceived quarterly by the Company and the same were reviewed by the Audit Committee andBoard of Directors for each quarter.

The Company has received consent letter from Mr. Praveen Maharwal Jaipur for thefinancial year 2020-21 to act as Internal Auditor. The Board of Directors has approved there-appointment of Mr. Praveen Maharwal Jaipur as Internal Auditor at their meeting heldon 28th August 2020 for conducting the Internal Audit of the Company for financial year2020-21.

REPORTING OF FRAUDS BY AUDITORS

There was no instance of fraud during the year under review which required theInternal Auditor to report to the Audit Committee and/or Board under Section 143(12) ofthe Act and Rules framed thereunder.

10. CAPITAL STRUCTURE

During the Financial Year 2019-20 there is no change in capital structure of theCompany and paid up share capital of the Company stands at Rs. 30812950/- (Rupees threecrore eight lakhs twelve thousand nine hundred and fifty only).

11. EXTRACT OF THE ANNUAL RETURN

Extract of the Annual Return in Form MGT-9 containing details as on the financial yearended on 31st March 2020 as required under Section 92 (3) of the Companies Act 2013read with the Companies (Management and Administration) Rules 2014 is included in theReport as Annexure 2.

12. 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.

13. 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 SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (‘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.

During the year under review the following changes occurred in the Board of Directors:

Mr. Vikram Baid (DIN: 00217347) Whole time Director of the Company who retired andbeing eligible was reappointed at the 10th AGM of the Company.

Mr. Bhanwar Lal Baid was on the Board since inception of the Company and ceased to beDirector of the Company w.e.f. 16th April 2019 due to his demise. He was the Promoter ofthe Company since inception and the guiding light of the Company. His contribution to theoverall development and nurturing of the company to the level it has arisen wasunparallel. He was a perfect amalgamation of compassion discipline hard work and anepitome of simplicity.

During the year under review there was no change in Key Managerial Personnel of theCompany.

In accordance with the provisions of the Companies Act 2013 and in terms of theArticles of Association of the Company Mr. Vikram Baid (DIN: 00217347) Whole timeDirector of the Company is retiring by rotation at this ensuing AGM and being eligibleseeks re-appointment. The Board of Directors on the recommendation of Nomination andRemuneration Committee has recommended his re-appointment.

Pursuant to the provisions of Section 161(1) of the Companies Act 2013 and theArticles of Association of the Company Mrs. Samta Baid (DIN: 08104727) was appointed asan Additional Director designated as Non-Executive Director w.e.f. 28th August 2020 andshe shall hold office up to the date of the ensuing Annual General Meeting. The Companyhas received requisite notice in writing from a member proposing Mrs. Samta Baid forappointment as Non-Executive Director. The Board of Directors on the recommendation ofNomination and Remuneration Committee recommends her appointment at the ensuing AGM.

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 the required information about the Directors proposed to beappointed and reappointed has been annexed to the Notice convening the 11th Annual GeneralMeeting.

B. Declaration by Independent Directors

The Company has received the declarations from all Independent Directors of the Companyviz. Mrs. Anima Bordia Mr. Niraj Nahata and Mr. Pawan Nahata as required under Section149(7) of the Companies Act 2013 stating that they meet the criteria of independence aslaid down under Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of theListing Regulations. All the Independent Directors have complied with the Code forIndependent Directors prescribed in Schedule IV to the Act. Further it is confirmed thatin the opinion of the board the independent directors fulfill the conditions specified inListing Regulations and the Companies Act 2013 and are independent of the management. Theterms & conditions for the appointment of Independent Directors are available on thewebsite of the Company http://www.vinayakpolycon.com/node/29.

C. Formal Annual Evaluation

In terms of the requirement of the Companies Act 2013 and the Listing Regulations anannual performance evaluation of the Board is undertaken where the Board formally assessesits own performance with an aim to improve the effectiveness of the Board and theCommittees. During the year Board Evaluation cycle was completed by the Companyinternally which includes the evaluation of the Board as a whole committees independentdirectors and other individual directors. The evaluation process focused on variousaspects of the functioning of the Board and Committees such as composition of the Boardand Committees experience and competencies performance of specific duties andobligations governance issues etc. The guidance note issue by Securities and ExchangeBoard of India on Board Evaluation was duly considered while conducting the evaluationexercise. Separate exercise was carried out to evaluate the performance of individualDirectors on parameters such as attendance contribution and independent judgement.

The process of board evaluation is carried out by Board Nomination and RemunerationCommittee and by Independent Directors in the following manner:

Board: The Board evaluates the performance of Board as whole Committees of the Boardand Individual Directors and chairperson of the Company.

Nomination and Remuneration Committee: The

Nomination and Remuneration Committee evaluates the performance of all the individualDirectors Independent Directors: The Independent directors in their meeting evaluates theperformance of all Non-Independent Directors Chairperson and Board of Directors as aWhole As an outcome of the above exercise it was noted that the Board as a whole isfunctioning as a cohesive body which is well engaged with different perspectives. TheBoard Members from different backgrounds bring about different complementarities that helpBoard discussions to be rich and value adding. It was also noted that the Committees arefunctioning well and besides the Committee's terms of reference as mandated by lawimportant issues are brought up and discussed in the Committee Meetings. The evaluationexercise also suggested that the Board succession planning exercise has been embedded wellin the Board processes.

14. 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 financial year no whistle blower event wasreported and mechanism is functioning well and none of the personnel has been deniedaccess to the Audit Committee. The policy is available on the Company's website at thelink: http://www.vinayakpolycon.com/policies.

15. 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.

16. COMMITTEES OF THE BOARD

Currently the Board has t h r e e committees: Audit committee N omination andRemuneration committee and S takeholders' Relationship committee. All committees consistentirely of independent directors. During the year under review there were no change inthe composition of the any of the committees of the Company. The composition of thecommittees and compliances as per the applicable provisions of the Act and Rules are asfollows:

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:
Mr. Niraj Nahata To oversee the financial reporting process and disclosure of financial information.
Mr. Pawan Nahata To review with management quarterly half yearly and annual financial statements and ensure their accuracy and correctness before submission to the Board.
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 website of the Company 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 Nomination 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 devise a policy on diversity of Board of 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
http://www.vinayakpolycon.com/policies
During the year under review the committee devised a policy on Board Diversity.
Stakeholders Relationship Committee Mrs. Anima Bordia Chairperson The committee considers specifically look into the various aspects of interest and resolve the grievances of the shareholders of the listed entity including complaints related to transfer of shares non-receipt of annual report.
Mr. Niraj Nahata
Mr. Pawan Nahata

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met four times during the financial year 2019-20 on 30th May2019 14th August 2019 14th November 2019 and 14th February 2020. The intervening gapbetween the meetings frequency and quorum at these meetings were in conformity with theprovisions of the Companies Act 2013 Listing Regulations and Secretarial Standards. TheCompany has complied with all the applicable Secretarial Standards issued by the Instituteof Company Secretaries of India.

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

*Mr. Bhanwar Lal Baid ceased to be Director of the Company w.e.f. 16th April 2019 dueto his demise.

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 were communicatedto the concerned officials and departments for the effective implementation of the same.

18. 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/policies.

19. PARTICULAR OF EMPLOYEES

Information required pursuant to Section 197(12) of the Companies Act 2013 read withrules made thereunder as amended from time to time has been given as Annexure 5 whichforms a part of this Report.

20. 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 2020 the Board consists of 5 members one of whom iswhole-time director one is managing director and three are independent directors. TheBoard periodically evaluates the need for change in its composition and size.

During the year under review there was no change in the Nomination and Remunerationpolicy of the Company. The policy of the Company on directors' appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters provided under Sub-section (3) of Section 178of the Companies Act 2013 adopted by the Board is available on the website of theCompany http://www.vinayakpolycon.com/policies.

We affirm that the remuneration paid to the directors is as per the terms laid out inthe Nomination and Remuneration Policy of the Company.

21. 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 ofNon-Independent Directors Chairperson and Board of Directors as a whole.

22. 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. Praveen Maharwal Internal Auditor of the Company independently evaluate adequacyof internal 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.

During the financial year under review the Statutory Auditor in their Report on theInternal Financial Control with reference to financial statements for the financial year2019-20 has given unmodified report.

23. CODE OF CONDUCT

In Compliance with the Listing Regulations and the Companies Act 2013 the Company hasframed and adopted Code of Conduct for all Board members and senior management personnelof the Company which is available on website of the companyhttp://www.vinayakpolycon.com/codeofconduct.

24. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is fully committed to uphold and maintain the dignity of women working inthe Company. Pursuant to the provisions of Section 21 of the Sexual Harassment of Women atthe Workplace (Prevention Prohibition Redressal) Act 2013 the Company has formulatedan Anti-Sexual Harassment Policy. All employees (permanent contractual temporary andtrainees) are covered under this policy. An Internal Complaints Committee (ICC) was set upwhich is responsible for redressal of complaints related to sexual harassment at theworkplace. The policy is available on the Company's website at the linkhttp://www.vinayakpolycon.com/policies. During the year under review the Company has notreceived any complaint pertaining to sexual harassment.

25. 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.

A systematic risk review process to identify assess monitor manage and report riskssupported this. The framework provides a comprehensive and systematic approach to identifyand mitigate risks by embedding risk management as integral to planning at strategic andoperational levels. This helped monitor report and review identified risks in addition toconsidering emerging risks. There are various elements of risk which in the opinion ofthe Board may threaten the existence of the company some of which are as follows:

Competition risk

The dynamic nature of the market threatens growth and margins. The Company widened itsproduct offerings and visibility enhancing long-term client relationships.

Technological disruption risk

Rapid technology transformation redefines businesses and any delay in adaptation couldaffect revenues.

Manpower risk

Inadequate / under-skilled resources could result in a loss of business opportunities.The Company's talent acquisition function attracts qualified and skilled professionals.The Company also trains manpower for a minimum of 30 hours/year. It is more atmiddle/senior levels.

Supply chain disruption risk

Unprecedented disruption in the supply chain on account of the lockdown implemented invarious countries to contain the COVID-19 pandemic. VPIL was successfully able to mitigatethis risk owing to a strong network of suppliers and owned manufacturing facilities.

26. LISTING FEES

At present the equity shares of the Company are listed on BSE Limited (BSE). Theannual listing fees for Financial Year 2019-20 and 2020-21 to BSE has been paid.

27. DEPOSITORY SYSTEM

The ISIN allotted to the Company is INE581M01016. The Company has also established therequired connectivity with both the NSDL & CDSL through its registrar and sharetransfer agent MAS Services Pvt. Ltd. New Delhi for both physical and demat segments. Theequity shares of the Company can be held in electronic form with any depositoryparticipant with whom the Members/Investors have their depository account.

28. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations 2015 the Company has adopted ‘Code of Conduct toregulate monitor and report trading by Designated Persons and immediate relatives ofDesignated Persons' and ‘Code of Practices and Procedures for fair disclosure ofUnpublished Price Sensitive Information'.

The Code of Practices & Procedures for Fair Disclosure of Unpublished PriceSensitive Information is available on the website of the Companyhttp://www.vinayakpolycon.com/codeofconduct.

29. CORPORATE GOVERNANCE REPORT

As per Regulation 15(2) of the Listing Regulation the compliance with the CorporateGovernance provisions shall not apply in respect of the following class of companies: a.Listed Entity having paid up equity share capital not exceeding Rs.10 crore and Net Worthnot exceeding Rs.25 crore as on the last day of the previous financial year;

b. Listed Entity which has listed its specified securities on the SME Exchange. Sincethe Company falls in the ambit of aforesaid exemption (a); hence compliance with theprovisions of Corporate Governance shall not apply to the Company and it also does notform part of the Annual Report for the Financial Year 2019-20.

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

30. MANAGEMENT DISCUSSION AND ANALYSIS

A. Industry Structure & Development

During the period under review there is significant downward movement in price of PETand other raw material and since the product sale price is a combination of RM cost andConversion charges there is a sizable reduction in turnover of the company. During theperiod clarity and visibility of packed product in primary and secondary packaging hasgained importance. The buyer wants to clearly see the inner contents before buying andwants the container to be unbreakable child safe and durable. This led to great increasein manufacturing of plastic wares in the country especially 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. The company is on a cautious path of growth safeguarding its Book debtsand adjusting supplies according to payment terms and performance of the buyers.

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

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

• Introduction of new technologies

• Introduction of new taxes

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

• Threat of substitutes

• Rising cases of Takeovers or stressed companies where by Creditors have to agreeto the plan offered by the buyer / Resolution professional.

D. Segment wise or Product wise Performance

The Company is mainly engaged in the business of manufacturing of Plastic Containersand Closures. The detailed segment wise performance has been given in ‘FinancialPerformance with respect to Operational Performance.

E. Outlook

The digital revolution continues to rapidly transform manufacturing space across theworld. The outbreak of the global pandemic will exacerbate this trend and only the mostresilient will come out alive on the other side. It is now about embracing the new realityand putting to fore one's ability to cater to the world that is not the same anymore. VPILhas very strategically build the business to achieve profitable growth while maintaining ahealthy Balance Sheet. In times like now the Company is ahead in the game to not onlyfollow through on the existing growth plans but capitalise on the market opportunityaiming for superior results. As a Company we have been investing in augmenting ourtechnological capabilities improving customer service function upgrading manufacturingunits and faster order fulfilment by improving warehouse operations and other businessfunctions. Industries and companies across the globe are faced with the most difficulttimes that restrict their ability to predict business continuity or growth prospects. TheCOVID-19 pandemic has impacted economic activity and according to International MonetaryFund (IMF) the global economy is projected to contract by 3% in 2020 lower than duringthe FY 2008 09 financial crisis. In case the pandemic wanes in the second half of 2020the global economy could grow by 5.8% in 2021 as economic activity normalises.

VPIL is at a crucial juncture where the decisions we make in the transitory phase inanticipating the post-pandemic scenario will define our future growth. We will keep trueto our core of being a deep value manufacturer while maintaining a lean cost structure andan eye on the Balance Sheet.

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 awaretowards the preparation of appropriate programs adoption of suitable policies and to takecorrective and precautionary measures for safeguarding the company's market position andfurther to strengthening 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 on Financial Performance with respect to Operational Performance

Financial performance of the Company has been affected due to adverse economicenvironment in India. Your company is trying to do well on fulfilling its objectives ofgrowth profitability and maximization of shareholders wealth. During the financial year2019-20 your Company has achieved total revenue on amounting to Rs. 1559.25 Lakhs ascompared to Rs. Rs.2328.85 Lakhs in previous financial year and Net Profit after tax (PAT)has decreased from Rs. 41.11 Lakhs to Rs. 2.12 lakhs recording a decrease of 94.84% infinancial year 2019-20.

During the year your company expanded its supplies of PET Bottles to localmanufacturers. The quantity of PET & PP (Plastic Raw Material) consumed decreased from1568 tons to 1200.51 tons registering a decrease of 23.44% from previous year.

Particulars of Ratio F.Y. F.Y. Change Reason (if change is more than 25%)
2019-20 2018-19 in %
Debtors 4.32 4.01 7.73 N.A.
Turnover Ratio
Inventory Turnover Ratio 10.25 29.80 (65.60) The ratio has changed due to substantial increase in Closing stock of RM to cover and advance purchase of the RM required for next 6 months as desired by one of the customers.
Interest Coverage Ratio 1.09 1.54 (29.22) Company had lower profits than earlier due to shortfall in turnover.
Current Ratio 1.11 1.17 (5.13) N.A.
Debt Equity Ratio 0.88 1.03 (14.56) N.A.
Operating Profit Margin % 0.21 0.86 (75.58) Company had lower profits than earlier due to shortfall in turnover.
Net Profit Margin % 0.14 1.77 (92.09) Last year's value of net profit was higher due to inclusion of Exceptional item in the profit. Also the turnover has fallen during the year under consideration.

Details of any change in Return on Net Worth as compared to the immediately previousfinancial year:

Particulars F.Y. F.Y.
2019-20 2018-19
Share Capital 308.13 308.13
Reserve & Surplus 144.26 142.14
Net Worth 452.39 450.27
Profit After Tax 2.12 41.11
Return on Net Worth 0.47 9.13

I. Human Resources Development/Training

Human Resources are the important asset of any enterprise. Success of anyenterprise mainly depends on its human power. In this regard your company has made bestefforts to employ 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 "stateof art" working environment to the employees with a view to optimize theirperformance.

As on 31st March 2020 the Company employed a total of 50 employees of which 13 wereOfficers and 37 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.

K. Cautionary Statement

Statement in the Management Discussion and Analysis and Board's Report describing theCompanies Strengths strategies projection and estimate are forward looking andprogressive within the meaning of all applicable laws and regulation. Actual results mayvary depending upon the various aspects of the economic such as Government policies Rulesand Regulations economic conditions and other incidental factors. Important factors thatcould make a difference to our Company's operations include raw material availability andprices cyclical demand and pricing in our principal markets changes in governmentregulations tax regimes economic developments within India and other incidental factors.Management will not be in any way responsible for the actions taken based on suchstatements.

31. DISCLOSURE ON SECRETARIAL STANDARDS

The company complies with all applicable secretarial standards issued by the Instituteof Company Secretaries of India. The Directors have devised proper systems to ensurecompliance with the provisions of all applicable Secretarial Standards and that suchsystems are adequate and operating effectively.

32. 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 on 31st March2020 the applicable accounting standards have been followed and there are no materialdepartures from the same.

b) The Directors have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period.

c) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets 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 theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

33. OTHER DISCLOSURES

Other disclosures with respect to Board's Report as required under the Companies Act2013 and the rules notified thereunder and Listing Regulations are either NIL or NOTAPPLICABLE on the Company.

ACKNOWLEDGEMENT

The Board of Directors places on record its deep sense of appreciation to employees atall levels on their hard work dedication and commitment. The Board also thank all theshareholders investors vendors service providers bankers and all other stakeholdersfor their continued and consistent support to the Company during the year.

Your Directors would like to make a special mention of the support extended by thevarious Departments of Government of India the State Governments the Tax Authoritiesthe Ministry of Commerce Ministry of Corporate Affairs Ministry of Finance Securitiesand Exchange Board of India Stock Exchanges and other governmental/ semi-governmentalbodies and look forward to their continued support in all future endeavors.

Date: 28.08.2020
Place: Jaipur
Registered Office: 312 Navjeevan For and on behalf of the Board of Directors
Complex 29 Station Road For Vinayak Polycon International Limited
Jaipur-302006 (Rajasthan)
Tel: 0141-2377007
Fax: 0141-2378830 BHARAT KUMAR BAID VIKRAM BAID
investor@vinayakpolycon.com MANAGING DIRECTOR WHOLE TIME DIRECTOR
www.vinayakpolycon.com DIN: 00212506 & CHIEF FINANCIAL OFFICER
DIN: 00217347

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