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Vinyoflex Ltd.

BSE: 530401 Sector: Industrials
NSE: N.A. ISIN Code: INE526H01011
BSE 00:00 | 24 Sep 27.45 0.85
(3.20%)
OPEN

25.70

HIGH

27.50

LOW

25.35

NSE 05:30 | 01 Jan Vinyoflex Ltd
OPEN 25.70
PREVIOUS CLOSE 26.60
VOLUME 225
52-Week high 37.65
52-Week low 18.00
P/E 7.00
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 25.70
CLOSE 26.60
VOLUME 225
52-Week high 37.65
52-Week low 18.00
P/E 7.00
Mkt Cap.(Rs cr) 12
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

The Directors have pleasure of presenting their 24th ANNUAL REPORT on thebusiness and operations of the company and the accounts for the financial Year ended on 31stMarch 2017

1. Financial summary

The Board's Report shall be prepared based on the stand alone financial statement ofthe company.

FINANCIAL PERFORMANCE:

The financial performance for the year ended on 31st March 2017 issummarized as under:

(In Rs Lakhs)

Particulars 31/03/2017 31/03/2016
Revenue From Operations including other income 3113.12 2905.94
Profit and loss before interest 306.85 289.06
Depreciation & taxation
Less: Interest & Financial Expenses (27.61) (28.05)
Depreciation (25.98) (25.29)
Profit Before Taxation 253.26 235.72
Less: Provisions for Taxation (85.50) (81.56)
Add: Deferred Tax Liability (Net) 1.54 1.57
Less: Tax Adjustments of Previous Year 0.00 0.00
Net Profit / (Loss) Available 169.30 155.73

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

Members would be pleased to note that the company has achieved significant growth forthe year under review. During the year company has earned revenue from operation of Rs.3107.75 Lakh and Net Profit after Tax Rs. 169.30 compared to previous year Net Profitafter Tax of Rs 155.73.

Company has increased Net Profit after Tax of Rs. 13.57 Lakh compared to previous year.Percentage of profit increase is not as per the expectation of company due todemonetization effect and other factors company's manufacturing activities shutdown fortwo month (approx) during the year. Your company hopes to increase its presence in thebusiness in whole market in the coming years and also its profitability.

REVIEW OF BUSINESS OPERATION AND FUTURE OUTLOOK

The Company is focusing to achieve its growth track in current sluggish marketsituation. The board of directors has also planning to replace major parts ofmanufacturing plant in near future.

RISK MANAGEMENT POLICY:

Risks are events situations or circumstances which may lead to negative consequenceson the Company's businesses. Risk management is a structured approach to manageuncertainty. Aformal enterprise wide approach to Risk Management is being adopted by theCompany and key risks will now be managed within a unitary framework. As a formalroll-out all business divisions and corporate functions will embrace Risk ManagementPolicy and Guidelines and make use of these in their decision making. Key business risksand their mitigation are considered in the annual/strategic business plans and in periodicmanagement reviews. The risk management process in our multi-business multi-siteoperations over the period of time will become embedded into the Company's businesssystems and processes such that our responses to risks remaincurrentand dynamic.

OPPORTUNITIES AND THREATS

The Company has enhanced its production capacity these would be not fully utilizedpresently but it's catering to demand rise in future. The demand growth and recovery inmarket situation can achieve Company's target and utilize maximum of its capacity.

The higher inflation rate resulting in higher interest rate and hike in raw materialprice may adversely affect your Company's financial performance.

RISK FACTORS

Your Company regularly monitors the various risks associated with its business. TheCompany is identifying minimizing and mitigating the risks and same are reviewedperiodically. 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 Management Committee of yourcompany.

Dividend:

In view of the Company's profitable performance the Board of Directors desire toretain the profit for the purposes of the plugging back into the business operations andhence do not recommend any dividend for the year 2016-17.

TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to any reserve.

TAXATION:

Provision for taxation of Rs. 8550000/- on company income has been made afterconsidering taxable profit of the company

CHANGE IN THE NATURE OF BUSINESS. IF ANY : NO CHANGE '

MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANYTO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

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

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

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

DEPOSIT

The details relating to deposits covered under Chapter V oftheAct-

The company has not accepted/renewed the deposit from public. The company has repaidthe required amount in full of deposit whose deposits are matured during the year. At theend of the year company has no any outstanding deposit as all the deposit paid in full inmonth of March to the depositors.

The company has not made any default regarding payment of interest and repayment ofdeposit. The company has not taken any deposit beyond the ceiling limit as prescribedunder the act.

DETAILS OF LOAN GIVEN. INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S 186 (4) OF THECOMPANIES ACT 2013:

No loans or investments were given / made during the financial year under section 186of the Companies Act 2013. The company has not given any Corporate Guarantees in respectof any loans during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto shall be disclosedin Form No. AOC-2. - ANNEXUREA

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS.

The Company has in place proper and adequate internal control systems commensurate withthe nature of its business size and complexity of its operations. Internal controlsystems comprising of policies and procedures are designed to ensure reliability offinancial reporting timely feedback on achievement of operational and strategic goalscompliance with policies procedure applicable laws and regulations and that all assetsand resources are acquired economically used efficiently and adequately protected.

The Company through its own independent Internal Audit Department carries outperiodic audits based on the annual audit plan approved by the Audit Committee and interalia tests the design adequacy And operating effectiveness of the internal controls.Significant observations including recommendation for improvement of business processesare reviewed by the Management before reporting to the Audit Committee which reviews theInternal Audit reports and monitors the implementation of audit recommendations.

INSURANCE

The assets of the company including building plant & machinery stocks etc.wherever necessary and to the extent required have been adequately insured against variousrisk.

INDUSTRIAL RELATIONS & HUMAN RESOURCES

The company treats its all manpower as a valuable assets and growth of the company ispossible only through entire workforce working in the company. The industrial relationwith workmen and staff continued to be extremely cordial during the year under review.

PARTICULARS OF EMPLOYEES:

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

CORPORATE GOVERNANCE CERTIFICATE:

The board of directors is considering the importance of Corporate Governance; yourcompany is committed to maintaining the highest standards of corporate governance andadheres to the corporate governance requirement set out by Companies Act 2013 and SEBI.

A certificate from the statutory auditors of the company regarding compliance ofconditions of corporate governance has been obtained and is enclosed herewith ANNEXUREB

CEO & CFO CERTIFICATION

Pursuant to the provisions of clause 49 of the listing agreement/regulation 17(8) ofSEBI (LODR) Regulations 2015 the CEO & CFO Certificate for preparation of financialstatements etc. is forming part of corporate Governance report annexed to this report.

ANNEUXRE C NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met 15 times during the financial year.

DIRECTORS

A) Changes in Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act 2013 Mr. Mansukhlal PremjibhaiPatel retires from the post of managing director.

Mr. Mansukhlal Premjibhai Patel continues as an executive director and chief executiveofficer of the company.

Mr. Vinod Khimji Tilva and Mrs. Nila Uday Tilva who retires from the Board by rotationand being eligible offer them for re-appointment. Further Mr. Vinod Khimji Tilvaappointed in board meeting held on 20th June 2017 as executive Managing Director for theterm of five year w.e.f 20th June 2017 of the company and the ensuing Annual GeneralMeeting board proposed to approve the terms of appointment within the purview of CompaniesAct 2013 rules and regulation.

Mr. Mansukhlal J. Patel Mr. Kelvin Makadia Mr. Dineshlal Nadapra Mr. ChimanlalChapla Mr. Hiralal Patel being as independent directors resigned from the company witheffect from 20th June 2017.

Board of director appointed Mr. SANJIVKUMAR VASANTBHAI CHANIARA Mr. KHUSHAL NARENDRABARMEDA and Mr. JASMINBHAI KANTILAL CHAPALA appointed as additional director of thecompany w.e.f. 20th June 2017 who are also eligible for independent director subject toapproval of the members of the company in Annual General Meeting held on 21st September2017 within the purview of Companies Act 2013 rules and regulation. .

Board of Directors appointed CS. Hetal Tejash Lodhiya member of Institute of CompaniesSecretaries of India (ICSI) having Membership No. A46684 w.e.f. 16th August 2017.

B) Formal Annual Evaluation:

A formal evaluation mechanism is in place for evaluating the performance of the Boardthe Committees thereof individual Directors and the Chairman of the Board. The evaluationwas done based on the criteria which includes among others providing strategicperspective Chairmanship of Board and Committees attendance and preparedness for themeetings contribution at meetings effective decision making ability role of theCommittees

etc. The Directors expressed their satisfaction with the evaluation process.

DECLARATION OF INDEPENDENT DIRECTORS:

Definition of Independence of Directors is derived from Clause 49 of the ListingAgreement with Stock Exchanges Company Manual and Section 149(6) of the Companies Act2013. Based on the confirmation / disclosures received from the Directors under section149(7) of the Companies Act 2013 and on evaluation of the relationships disclosed thefollowing Non-Executive Directors are considered as Independent Directors:-

1. Mr. SANJIVKUMARVASANTBHAICHANIARA

2. Mr. KHUSHALNARENDRABARMEDA

3. Mr. JASMINBHAI KANTILALCHAPALA

MANAGERIAL REMUNERATION:

Remuneration paid to Director Mr. Mansukhlal P. Patel amount of Rs. 194994.00 duringthe year 2016-17.

AUDIT COMMITTEE:

Audit Committee:

The composition of the Audit Committee and details of the meetings as attended by theMembers of the Committee are as given below:

Name Designation No. of Committee meetings attended
Mr. Mansukhlal Premjibhai Patel Executive (Chairman) 4
Mr. KelvinkumarAmrutlal Makadia Non Executive (Independent) 4
Mr. Dinesh Dhirajlal Nadapara Non Executive (Independent) 4
Mr. Chimanlal Ravjibhai Chapla Non Executive (Independent) 4

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

The Audit Committee met 4 times during the year under review

New Audit Committee w.e.f. 20th JUNE 2017 Subject to approval of appointment of ID inAnnual General Meeting.

Name Designation
Mr. Khushal Narendra Barmeda Non Executive (Independent) (Chairman)
Mr. Sanjivkumar Vasantbhai Chaniara Non Executive (Independent)
Mr. JasminbhaiKantilal Chapala Non Executive (Independent)
Mrs. NilaUdayTilva Executive Director

NOMINATION AND REMUNERATION COMMITTEE:

Name Designation No. of Committee meetings attended
Mr. Mansukhlal Premjibhai Patel Executive (Chairman) 4
Mr. KelvinkumarAmrutlal Makadia Non Executive (Independent) 4
Mr. Dinesh Dhirajlal Nadapara Non Executive (Independent) 4
Mr. Chimanlal Ravjibhai Chapla Non Executive (Independent) 4

The Nomination and Remuneration Committee has formulated a policy relating to theappointment remuneration and removal of Executive Directors Key

Managerial Personnel and Other Senior Management Personnel of the Company inaccordance with the provisions of Section 178 of theAct.

The Committee met 4 times during the year.

New Nomination and Remuneration Committee: w.e.f. 20th JUNE 2017 Subject to approval ofappointment of ID in Annual General Meeting.

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

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Name Designation No. of Committee meetingsattended
Mr. Mansukhlal Premjibhai Patel Executive (Chairman) 4
Mr. KelvinkumarAmrutlal Makadia Non Executive (Independent) 4
Mr. Dinesh Dhirajlal Nadapara Non Executive (Independent) 4
Mr. Chimanlal Ravjibhai Chapla Non Executive (Independent) 4

The Committee met 4 times during the year New Stakeholders Relationship Committeew.e.f. 20th JUNE 2017 Subject to approval of appointment of ID in Annual General Meeting.

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

STATUTORY AUDITORS

Auditors of the Company M/s. G. N. BHATELIA & CO Chartered Accountants having firmReg No. 101303W Rajkot retired at the conclusion of ensuring annual general meeting

Further to fill the casual vacancy of the statutory Auditor M/s. Mukund V. MehtaChartered Accountants having Membership No. 036611 Rajkot being eligible offer themselvesfor appointment until the conclusion of 27th Annual General Meeting of the company to beheld for the financial year 2020

As required under the provisions of section -139(1) of the Companies Act 2013 thecompany has received a written consent from M/s. Mukund V. Mehta. Chartered Accountantshaving Membership No. 036611 Rajkot to their appointment and a certificate to the effectthat their appointment if made would be in .accordance with the new Act and the Rulesframed there under and that they satisfy the criteria provided in section-141 of CompaniesAct 2013. The Board recommends their appointment.

AUDITORS' REPORT

The explanations or comments by the Board on every qualification reservation oradverse remark or disclaimer made by the auditor in his report shall be given.

SECRETARIAL AUDIT REPORT:

Pursuant to provision of section 204 (1) of the Companies Act 2013 the board hasappointed Mr. Chetan D. Shah Company Secretary in whole time Practice (Mem.No.5131) asthe Secretarial Auditor of the Company for the financial year 2016-17.

The Secretarial Audit Report for the financial year ended 31st March 2017 is annexedherewith to this report in the prescribed format (MR-3). The observations of SecretarialAuditor in their report are self explanatory and do not require further explanation.

ANNEXURE D CERTIFICATE:

In accordance with the section 92(2) of the Companies Act 2013 and rule 11 (2) ofCompanies (Management and Administration) Rules 2014 annexed herewith to this report inthe prescribed format (MGT-8). The observations of certificate in their report are selfexplanatory and do not require further explanation.

ANNEXURE E EXTRACT OF THE ANNUAL RETURN:

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

ANNEXUREF SHARE CAPITAL:

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

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

(Amountin Rs.)

Types of Shares Number of shares Nominal value Total amount
Equity Shares 4319000 10 Each 43190000C
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 43190000C
Preference shares Nil Nil Nil
Other Securities Nil Nil Nil

Paid up Capital

(Amountin Rs.)

Types of Shares Number of shares Nominal value Total amount
Equity Shares 4319000 10 Each 43190000C
Preference shares Nil Nil Nil
Other Securities Nil Nil Nil

CONSERVATION OF ENERGY. RESEARCH & DEVELOPMENT. TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO: ANNEXUREG

The information pertaining to conservation of energy technology absorption foreignEarning and outgo as required under section 134 (3)(m) of the companies Act 2013 read withRule 8 (3) of the Companies (Accounts) Rule 2015 is attached to this report

CORPORATE SOCIAL RESPONSIBILITY:

Since the company does not fall in the criteria mentioned in Section 135(1) of theCompanies Act 2013 the said provisions do not apply to our company.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments 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 had 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 had prepared the annual accounts on a going concern basis; and

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

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

GREEN INITIATIVES:

Electronic copies of the Annual Report 2016-17 and Notice of the 24th Annual GeneralMeeting are sent to all members whose email addresses are registered with the Company/Depository participant(s). For members who have not registered their email addressesphysical copies of the Annual Report 2016-17 and the Notice of the Annual General Meetingunder Section 101 of the Companies Act 2013 are sent in the permitted mode. Membersrequiring physical copies can send a request to the company.

Your Company provides e-voting facility to all its members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice. This is pursuant to theSection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Amendment Rules 2015.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company has in place a whistle blower policy to support the Code of BusinessEthics.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company. I am sure youwill join our Directors in conveying our sincere appreciation to all employees of theCompany and its subsidiaries and associates for their hard work and commitment. Theirdedication and competence has ensured that the Company continues to be a significant andleading player in the industry. For and on behalf of the Board of Directors

VINYOFLEX LIMITED sd/-
Mansukhlal P. Patel
Chairman
DIN: 01353327
sd /-
Date: 20th June 2017 Vinod K. Tilva
Place: Rajkot Director
DIN:00275279

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