Your Directors present the Thirty Fifth Annual Report and the Audited FinancialStatements for the year ended 31st March 2021.
(Rs. in Lacs)
|Particulars ||Current Year ||Previous Year |
|Profit before Interest Depreciation and Tax ||1529 ||1004 |
|Less: Interest & other finance costs ||5 ||5 |
|(Depreciation ||* ||* |
|Profit before Taxation ||1524 ||999 |
|Less: Provision for Current Taxation ||385 ||255 |
|(Add)/Less: Provision for Deferred Tax ||4 ||(2) |
|Profit for the year ||1135 ||746 |
|(Add)/Less: Other Comprehensive Income ||1 ||(4) |
|Total Comprehensive Income ||1134 ||742 |
|Add: Profit Brought Forward from Previous Year ||4704 ||4492 |
|Opening balance of Retained Earnings ||5838 ||5234 |
|Appropriations: || || |
|Dividend on Equity Shares ||#440 ||@440 |
|Tax on Dividend ||- ||@90 |
|Transfer to General Reserve ||$ ||$ |
|Total ||440 ||530 |
|Closing balance of Retained Earnings ||5398 ||4704 |
* less than Rs. 1 lac
# relates to Dividend for F.Y. 2019-2020 @ relates to Dividend for F.Y. 2018-2019
$ It is proposed not to transfer any amount to the General Reserve
Out of Current Years profit the Directors recommend payment of dividend of Rs.3.75 per equity share of Rs. 1 each (previous year Rs. 2.40 per equity share)amounting to Rs. 68764166 (previous year Rs. 44009066) on 18337111 equity sharesof Rs. 1 each). The dividend shall be subject to deduction of income tax at source.
a. The companys current business is in Chemicals which is trading mainlyin Vinyl Acetate Monomer.
b. During the year the sales turnover from Trading activity was Rs. 39534 lacs.
c. During the year the Company earned Net Profit of Rs. 1135 lacs as againstRs. 746 lacs in the previous year.
The lockdown like restrictions which were imposed by several State Governments sincemid-April 2021 due to resurgence of Covid-19 pandemic in the country has severely impactedthe normal operations of the Company. Performance of the Company during the current yearwill depend on the pandemic situation the prevailing market conditions and fluctuationsin exchange rates.
In accordance with the Articles of Association of the Company Shri A.B. Parekh aDirector of the Company retires by rotation and being eligible offers himself forre-appointment.
The current term of Shri M.B. Parekh as Managing Director is valid till 31stMarch 2022. It is proposed to re-appoint him as Managing Director for a further period of5 years from 1st April 2022 subject to approval of Members at the ensuingAnnual General Meeting.
The Company has received declarations from Shri R.M. Gandhi Smt. Y.J. Mogrelia and ShriA.D. Mavinkurve Independent Directors that they meet with the criteria of independenceas prescribed under Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingRegulations) and that they have registered their names in the Independent DirectorsDatabank.
Copy of Annual Return:
The Annual Return of the Company as on 31st March 2021 is available on thewebsite of the Company www.vinylchemicals.com.
Number of Board Meetings:
During the year the Board of Directors met 4 times. The details of the Board Meetingsare given in the Corporate Governance Report section of this Annual Report.
Particulars of Loans Guarantees or Investments:
Particulars of Loans Guarantees or Investments under Section 186 of the Companies Act2013 are given in the Notes forming part of the Financial Statements for the year ended 31stMarch 2021.
Related Party Transactions:
All related party transactions that were entered into during the financial year were onan arms length basis and in the ordinary course of business and were placed beforethe Audit Committee for approval.
Particulars of arrangements with related parties as referred to in Section 188(1) ofthe Companies Act 2013 for the Financial Year 2020-2021 are given in prescribed Form AOC- 2 which is annexed as Annexure 1. Disclosure of related party transactions with thepromoter(s)/promoter group which individually hold 10% or more shareholding of the Companyas per Indian Accounting Standards are set out in Note No. 32 of the Financial Statementsof the Company.
The policy on related party transactions as recommended by the Audit Committee and asapproved by the Board is uploaded on the Companys website www.vinylchemicals.com.
The Company has a structured Risk Management Plan. The Risk Management process isdesigned to safeguard the organization from various risks through adequate and timelyactions.
Corporate Social Responsibility Report and Policy:
The Annual Report on CSR activities as required under Section 135 of the Companies Act2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 asamended is annexed as Annexure 2. The CSR Policy of the Company can be accessed on itswebsite www.vinylchemicals.com.
The Remuneration Policy of the Company is available on its websitewww.vinylchemicals.com and is annexed as Annexure 3. There has been no change in thepolicy since the last financial year. The remuneration paid to the Directors are as perthe terms laid out in the Remuneration Policy of the Company.
Committees of the Board:
The following statutory Committees constituted by the Board function according to theirrespective roles and defined scope: a. Audit Committee b. Nomination and RemunerationCommittee c. Corporate Social Responsibility Committee d. Stakeholders RelationshipCommittee Details of composition terms of reference and number of meetings held duringthe year of the above Committees are given in the Corporate Governance Report section ofthis Annual Report.
All recommendations made by the Audit Committee have been accepted by the Board.
There are no qualifications reservations adverse remarks or disclaimers made in theAuditors Report on the Financial Statements of the Company for the Financial Yearended 31st March 2021.
During the year under review the Auditors have not reported any matter under Section143(12) of the Companies Act 2013.
At the 33rd Annual General Meeting of the Company the Members haveappointed M/s Khanna & Panchmia Chartered Accountants Mumbai as the StatutoryAuditors for a second term of five consecutive years upto the conclusion of the 38thAnnual General Meeting. The Auditors have confirmed that they are not disqualified fromcontinuing as Auditors of the Company.
Subsidiaries Associates and Joint Ventures:
The Company has no Subsidiaries Associates and Joint Venture Companies.
Vigil Mechanism/Whistle Blower Policy:
The Company has established a Vigil Mechanism and adopted a Whistle Blower Policy forDirectors and employees. The details of the policy are posted on the Companyswebsite www.vinylchemicals.com.
Secretarial Audit Report:
Pursuant to Section 204 of the Companies Act 2013 the Secretarial Audit Report forthe year ended 31st March 2021 given by M/s. M.M. Sheth & Co.Practicing Company Secretaries is annexed as
Annexure 4. The report is unqualified.
The Company has not accepted any deposit covered under Chapter V of the Companies Act2013 during the year.
Internal Financial Controls:
Adequate internal financial control system and checks are in place commensurate withthe size of the Company and nature of its business.
Directors Responsibility Statement:
As required under the provisions of Section 134 of the Companies Act 2013 yourDirectors state that: in the preparation of the annual accounts the applicable accountingstandards have been followed alongwith proper explanations relating to materialdepartures if any;
the Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2021 and of theprofits of the Company for the year ended on that date;
the Directors have taken proper and sufficient care for the maintenance of adequateaccounting
records in accordance with the provisions of the Companies Act 2013 for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
the Directors have prepared the annual accounts on a going concern basis;
the Directors have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and are operating effectively and
the Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and such systems are adequate and operating effectively.
Report on Corporate Governance in accordance with Regulation 34 read with Schedule V ofthe Listing Regulations alongwith a certificate from the Statutory Auditors of the Companyis given separately in this Annual Report. The requisite certificate from M/s M.M. Sheth& Co. Practising Company Secretaries is attached to the Report on CorporateGovernance.
Management Discussion and Analysis Report:
Management Discussion and Analysis Report for the year under review as stipulated underthe Listing Regulations is given in a separate section of this Annual Report.
Disclosure under Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014:
The information pursuant to Section 197 of the Companies Act 2013 read with Rules5(1) 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of Directors Key Managerial Personnel and employees ofthe Company are annexed as Annexure 5.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo:
The particulars under Section 134 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 to the extent applicable to the Company are given in theprescribed format which is annexed as Annexure 6.
Annual Evaluation by the Board:
The Board of Directors of the Company have carried out evaluation of its ownperformance its Committees and individual Directors. The result of the evaluation issatisfactory adequate and meets with the requirements of the Company.
The Company has put in place a familiarisation programme for all its Directorsincluding Independent Directors and the same is available on the its websitewww.vinylchemicals.com.
a) The Company has not issued Sweat Equity shares and Equity shares with DifferentialRights during the Financial Year 2020-2021.
b) The Company does not have Employees Stock Option Scheme.
c) No Significant and Material Orders were passed by the Regulators against the Companyduring the Financial Year 2020-2021.
d) The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Work Place (PreventionProhibition and Redressal) Act 2013 and no complaints were received by the Companyduring the Financial Year 2020-2021 under the said Act.
e) Apart from the impact of lockdown like restrictions which were imposed by severalState Governments due to outbreak of Covid-19 pandemic which is dealt with elsewhere inthis Report there have been no material changes and commitments affecting the financialposition of the Company after the end of financial year till the date of this Report.
f) The Company has complied with the Secretarial Standards issued by Institute ofCompany Secretaries of India on Meetings of Board of Directors and General Meetings. g)The Central Government has not specified maintenance of cost records under Section 148(1)of the Companies Act 2013 for the Company.
The Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the working of the Company. The Directors also wish toplace on record their appreciation for the shareholders dealers customers and banks fortheir continued support.
FOR AND ON BEHALF OF THE BOARD
CHAIRMAN & MANAGING DIRECTOR
Place : Mumbai
Date : 10th May 2021