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Vinyoflex Ltd.

BSE: 530401 Sector: Industrials
NSE: N.A. ISIN Code: INE526H01011
BSE 00:00 | 27 Jan 66.35 0.45
(0.68%)
OPEN

62.65

HIGH

67.00

LOW

62.65

NSE 05:30 | 01 Jan Vinyoflex Ltd
OPEN 62.65
PREVIOUS CLOSE 65.90
VOLUME 11814
52-Week high 67.60
52-Week low 25.70
P/E 11.64
Mkt Cap.(Rs cr) 29
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 62.65
CLOSE 65.90
VOLUME 11814
52-Week high 67.60
52-Week low 25.70
P/E 11.64
Mkt Cap.(Rs cr) 29
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vinyoflex Ltd. (VINYOFLEX) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 28th AnnualReport on the business and operations of the Company and the Audited Financial Accountsfor the Financial Year ended 31st March 2021.

FINANCIAL SUMMARY

The Board's Report shall be prepared based on the stand alone auditedfinancial statements of the company.

FINANCIAL PERFORMANCE

The financial performance for the year ended on 31st March2021 is summarized as under:

(Rs. In Lakhs)

Particulars 31/03/2021 31/03/2020
Revenue From Operations including other income 3485.89 3774.83
Profit and loss before interest Depreciation & taxation 271.38 389.12
Less: Interest & Financial Expenses (20.44) (16.51)
Depreciation (28.90) (32.44)
Profit Before Taxation 222.03 340.17
Less: Provisions for Taxation (58.40) (97.40)
Add: Deferred Tax Liability (Net) 0.98 7.88
Less: Tax Adjustments of Previous Year 0.00 0.00
Net Profit / (Loss) Available 164.61 250.65

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OFCOMPANY'S AFFAIR:

Members would be pleased to note that the company has achievedsignificant growth for the year under review. During the year company has earned revenuefrom operation of Rs. 3485.89 Lakh and Net Profit after Tax Rs. 164.61 Lakh compared toprevious year Net Profit after Tax of Rs 250.65Lakh.

Company has Decreased Net Profit after Tax of Rs. 86.04 Lakh comparedto previous year profit. Your company hopes to increase its presence in the business inwhole market in the coming years and also its profitability.

DIVIDEND:

In view of the Company's profitable performance the Board of Directorsdesire to retain the profit for the purposes of the plugging back into the businessoperations and hence do not recommend any dividend for the year 2020-21.

TRANSFER TO RESERVES:

The closing balance of the retained earnings of the Company for FY2021 after all appropriation and adjustments was Rs. 1672.38 lakhs.

TAXATION:

Provision for taxation/taxation of Rs. 58.40 lakhs on company incomehas been made after considering taxable profit of the company.

CREDIT RATING

The Company has zero debt; hence no rating has been obtained from anyrating agencies during the year.

REVIEW OF BUSINESS OPERATION AND FUTURE OUTLOOK

The Company is focusing to achieve its growth track in current sluggishmarket situation.

RISK MANAGEMENT POLICY:

Risks are events situations or circumstances which may lead tonegative consequences on the Company's businesses. Risk management is a structuredapproach to manage uncertainty. A formal enterprise wide approach to Risk Management isbeing adopted by the Company and key risks will now be managed within a unitary framework.As a formal rollout all business divisions and corporate functions will embrace RiskManagement Policy and Guidelines and make use of these in their decision making. Keybusiness risks and their mitigation are considered in the annual/strategic business plansand in periodic management reviews. The risk management process in our multi-businessmulti-site operations over the period of time will become embedded into the Company'sbusiness systems and processes such that our responses to risks remain current anddynamic.

OPPORTUNITIES AND THREATS

The Company has enhanced its production capacity these would be notfully utilized presently but it's catering to demand rise in future. The demand growth andrecovery in market situation can achieve Company's target and utilize maximum of itscapacity.

The higher inflation rate resulting in higher interest rate and hike inraw material price may adversely affect your Company's financial performance.

RISK FACTORS

Your Company regularly monitors the various risks associated with itsbusiness. The Company is identifying minimizing and mitigating the risks and same arereviewed periodically. The Company has formed Risk Management Process attempts to provideconfidence to the shareholders that the Companies risks are known and well-managed. YourCompany has identified the major risks for its operations are:

(1) Economic Risks (2) Industrial Risks.

The Risk mitigation process reviewed by Audit and Risk ManagementCommittee of your company.

CHANGE IN THE NATURE OF BUSINESS IF ANY : NO CHANGE

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There is no any Material changes occurred subsequent to the close ofthe financial year of the Company to which the balance sheet relates.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There is no any prosecution on company and on its Directors during thefinancial year.

DEPOSIT

The company has not taken any deposit from public.

DETAILS OF LOAN GIVEN INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S186 (4) OF THE COMPANIES ACT 2013:

No loans or investments were given / made during the financial yearunder section 186 of the Companies Act 2013. The company has not given any CorporateGuarantees in respect of any loans during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by theCompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso theretoshall be disclosed in Form No. AOC-2. - ANNEXURE A

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS.

The Company has in place proper and adequate internal control systemscommensurate with the nature of its business size and complexity of its operations.Internal control systems comprising of policies and procedures are designed to ensurereliability of financial reporting timely feedback on achievement of operational andstrategic goals compliance with policies procedure applicable laws and regulations andthat all assets and resources are acquired economically used efficiently and adequatelyprotected.

The Company through its own independent Internal Audit Departmentcarries out periodic audits based on the annual audit plan approved by the AuditCommittee and inter alia tests the design adequacy And operating effectiveness of theinternal controls. Significant observations including recommendation for improvement ofbusiness processes are reviewed by the Management before reporting to the Audit Committeewhich reviews the Internal Audit reports and monitors the implementation of auditrecommendations.

INSURANCE

The assets of the company including building plant & machinerystocks etc. wherever necessary and to the extent required have been adequately insuredagainst various risk.

INDUSTRIAL RELATIONS & HUMAN RESOURCES

The company treats its all manpower as a valuable assets and growth ofthe company is possible only through entire workforce working in the company. Theindustrial relation with workmen and staff continued to be extremely cordial during theyear under review.

PREVENTION OF SEXUAL HARASSMENT

Disclosures in relation to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 have been provided in the Report onCorporate Governance.

PARTICULARS OF EMPLOYEES:

There are no Employees drawing remuneration to which section 197 readwith Rule 5 (2) of Companies (Appointment & Remuneration) Rules 2014 applies.

CORPORATE GOVERNANCE CERTIFICATE:

The board of directors is considering the importance of CorporateGovernance; your company is committed to maintaining the highest standards of corporategovernance and adheres to the corporate governance requirement set out by Companies Act2013 and SEBI.

A certificate from the statutory auditors of the company regardingcompliance of conditions of corporate governance has been obtained and is enclosedherewith ANNEXURE B

CEO & CFO CERTIFICATION

Pursuant to the provisions of clause 49 of the listingagreement/regulation 17(8) of SEBI (LODR) Regulations 2015 the CEO & CFO Certificatefor preparation of financial statements etc. is forming part of corporate Governancereport annexed to this report. ANNEXURE C

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met 11 (Eleven) on 06.04.2020 22.05.202025.06.2020 30.07.2020 27.08.2020 07.09.2020 29.10.2020 18.11.2020 09.01.202115.02.2021 19.03.2021 times during the financial year.

DIRECTORS

A) Changes in Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act 2013 Mrs. NilaUday Tilva becomes the Chairperson of the Company. Mr. Mansukhlal Premjibhai Patelcontinues as an executive Director and chief executive officer of the company.

Mrs. Nila Uday Tilva who retires from the Board by rotation and beingeligible offer herself for re-appointment.

Ms. HETAL TEJAS LODHIYA (PAN: AFYPC7807A) has resigned as Companysecretary from the Company with effect from 25TH February 2021 as per her resignationletter dated 25.02.2021 which are produced before the meeting.

MR. RAHUL R. KHOKHAR (ACS NO: A62029) has been appointed as a CompanySecretary and Compliance Officer Of The Company w.e.f. 19Th March 2021 as per his consentletter dated 19.03.2021 which are produced before the meeting

B) Formal Annual Evaluation:

A formal evaluation mechanism is in place for evaluating theperformance of the Board the Committees thereof individual Directors and the Chairman ofthe Board. The evaluation was done based on the criteria which includes among othersproviding strategic perspective Chairmanship of Board and Committees attendance andpreparedness for the meetings contribution at meetings effective decision makingability role of the Committees etc. The Directors expressed their satisfaction with theevaluation process.

DECLARATION OF INDEPENDENT DIRECTORS:

Definition of Independence of Directors is derived from Clause 49 ofthe Listing Agreement with Stock Exchanges Company Manual and Section 149(6) of theCompanies Act 2013. Based on the confirmation / disclosures received from the Directorsunder section 149(7) of the Companies Act 2013 and on evaluation of the relationshipsdisclosed the following Non-Executive Directors are considered as Independent Directors:-

1. Mr. SANJIVKUMAR VASANTBHAI CHANIARA

2. Mr. KHUSHAL NARENDRA BARMEDA

3. Mr. JASMINBHAI KANTILAL CHAPALA

MANAGERIAL REMUNERATION:

Remuneration (includes PF Bonus and leave encashment) paid to ManagingDirector and Directors amount of Rs. 4.20 lakhs during the year 2020-21 was within thelimit prescribed under the companies Act 2013.

AUDIT COMMITTEE:

Audit Committee:

The composition of the Audit Committee and details of the meetings asattended by the Members of the Committee are as given below:

Name Designation
Mr. Khushal Narendra Barmeda Non Executive (Independent) (Chairman)
Mr. Sanjivkumar Vasantbhai Chaniara Non Executive (Independent)
Mr. Jasminbhai Kantilal Chapala Non Executive (Independent)
Mrs. Nila Uday Tilva Executive Director
Mrs. Hetal Tejash Lodhiya Secretary

The minutes of the Audit committee is noted and considered by the Boardof directors at the subsequent Board meetings.

The Audit Committee met 4 times during the year under review

NOMINATION AND REMUNERATION COMMITTEE:

Name Designation
Mr. Khushal Narendra Barmeda Non Executive (Independent) (Chairman)
Mr. Sanjivkumar Vasantbhai Chaniara Non Executive (Independent)
Mr. Jasminbhai Kantilal Chapala Non Executive (Independent)
Mr. Mansukhlal Patel Executive Director

The Nomination and Remuneration Committee has formulated a policyrelating to the appointment remuneration and removal of Executive Directors KeyManagerial Personnel and Other Senior Management Personnel of the Company in accordancewith the provisions of Section 178 of the Act.

The Committee met 4 times during the year.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Name Designation
Mr. Khushal Narendra Barmeda Non Executive (Independent) (Chairman)
Mr. Sanjivkumar Vasantbhai Chaniara Non Executive (Independent)
Mr. Jasminbhai Kantilal Chapala Non Executive (Independent)
Mr. Mansukhlal Patel Executive Director

The Committee met 2 times during the year

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS ANDEMPLOYEES:

The Company has in place a whistle blower policy to support the Codeof Business Ethics.

STATUTORY AUDITORS

M/s. Bhavin Associates Chartered Accountants having Membership No.043796be and is hereby appointed as the Statutory Auditors of the Company to hold officefrom the conclusion of this Annual General Meeting till the conclusion of next FifthAnnual General Meeting to be held for the Financial Year 2025-26 and that the Board ofDirectors be and are hereby authorized to fix such remuneration as agreed upon between theAuditors and the Board of Directors.

AUDITORS' REPORT

The explanations or comments by the Board on every qualificationreservation or adverse remark or disclaimer made by the auditor in his report shall begiven.

SECRETARIAL AUDIT REPORT:

Pursuant to provision of section 204 (1) of the Companies Act 2013 theboard has appointed Mr. Chetan D. Shah Company Secretary in whole time Practice(Mem.No.5131) as the Secretarial Auditor of the Company for the financial year 2020-21AND 2021-22.

The Secretarial Audit Report for the financial year ended 31stMarch 2021 is annexed herewith to this report in the prescribed format (MR-3). Theobservations of Secretarial Auditor in their report are self explanatory and do notrequire further explanation. ANNEXURE D

EXTRACT OF THE ANNUAL RETURN:

In accordance with the section 134 (3) (a) of the Companies Act 2013an extract of the annual return in Form No. MGT - 9 shall form part of the Board's report:ANNEXURE E

SHARE CAPITAL:

Your company has not issued any equity shares during the year underreview.

Share Capital of the Company Mention in Following Manner.

Authorized share capital (Amount in Rs.)
Types of Shares Number of shares Nominal value Total amount
Equity Shares 5000000 10 Each 50000000
Preference shares Nil Nil Nil
Other Securities Nil Nil Nil
Subscribed Capital (Amount in Rs.)
Types of Shares Number of shares Nominal value Total amount
Equity Shares 4319000 10 Each 43190000
Preference shares Nil Nil Nil
Other Securities Nil Nil Nil
Issued Capital (Amount in Rs.)
Types of Shares Number of shares Nominal value Total amount
Equity Shares 4319000 10 Each 43190000
Preference shares Nil Nil Nil
Other Securities Nil Nil Nil
Paid up Capital (Amount in Rs.)
Types of Shares Number of shares Nominal value Total amount
Equity Shares 4319000 10 Each 43190000
Preference shares Nil Nil Nil
Other Securities Nil Nil Nil

CONSERVATION OF ENERGY RESEARCH & DEVELOPMENT TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: ANNEXURE F

The information pertaining to conservation of energy technologyabsorption foreign Earning and outgo as required under section 134 (3)(m)of the companiesAct 2013 read with Rule 8 (3) of the Companies (Accounts) Rule 2015 is attached to thisreport.

CORPORATE SOCIAL RESPONSIBILITY:

Since the company does not fall in the criteria mentioned in Section135(1) of the Companies Act 2013 the said provisions do not apply to our company.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) ofsubsection (3) of Section 134 of the Companies Act 2013 shall state that—

(a) In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give 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 had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(d) The directors had prepared the annual accounts on a going concernbasis; and

(e) The directors in the case of a listed company had laid downinternal financial controls to be followed by the company and that such internal financialcontrols are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

GREEN INITIATIVES:

Electronic copies of the Annual Report 2020-21 and Notice of the 28thAnnual General Meeting are sent to all members whose email addresses are registered withthe Company/ Depository participant(s) and Registrar& Share Transfer Agent as on27.08.2021. The requirements of sending physical copy of the Notice of the AGM and AnnualReports to the Members have been dispensed with vide said MCA Circulars and SEBI Circulardated May 12 2020 and January 15 2021. Additionally the Notice of the AGM and theAnnual Report are also being uploaded on the website of the Company www.vinvoflex.com.

For members who have not registered their email addresses physicalcopies of the Annual Report 2020-21 and the Notice of the Annual General Meeting underSection 101 of the Companies Act 2013 are sent in the permitted mode after payment ofsuch fees as may be decided by board of directors from time to time

Your Company provides e-voting facility to all its members to enablethem to cast their votes electronically on all resolutions set forth in the Notice. Thisis pursuant to the Section 108 of the Companies Act 2013 and Rule 20 of the Companies(Management and Administration) Amendment Rules 2015.

ACKNOWLEDGEMENTS:

The Directors thank the Company's employees customers vendorsinvestors and academic partners for their continuous support.

The Directors also thank the Government of India Governments ofvarious states in India Governments of various countries and concerned Governmentdepartments and agencies for their co-operation.

The Directors regret the loss of life due to COVID-19 pandemic and aredeeply grateful and have immense respect for every person who risked their life and safetyto fight this pandemic.

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