To,
The Members,
Your Directors have pleasure in presenting their 30th Annual Report on the business and
operations of the Company and the Audited Financial Accounts forthe Financial Year ended
31st March, 2023.
1. Financial summary
The Boards Report shall be prepared based on the stand alone financial statement of
the company.
FINANCIAL PERFORMANCE:
The financial performance for the year ended on 31 * March 2023 is summarized as under:
(In Rs. Lakhs)
| Particulars |
31/03/2023 |
31/03/2022 |
| Revenue From Operations including other income |
5611.87 |
4286.68 |
| Profit and loss before interest, Depreciation & taxation |
397.83 |
338.57 |
| Less: Interest & Financial Expenses |
(30.73) |
(35.95) |
| Depreciation |
(37.17) |
(29.19) |
| Profit Before Taxation |
465.73 |
273.43 |
| Less: Provisions for Taxation |
(115.50) |
(69.10) |
| Add: Deferred Tax Liability (Net) |
(4.07) |
(1.80) |
| Less: Tax Adjustments of Previous Year |
0.55 |
0.66 |
| Net Profit / (Loss) Available |
346.71 |
203.19 |
BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR:
Members would be pleased to note that the company has achieved significant growth for
the year under review. During the year company has earned revenue from operation of Rs.
5611.87 Lakh and Net Profit after Tax Rs. 346.71 Lakh compared to previous year Net Profit
afterTax of Rs. 203.19 Lakh.
Company has Increased Net Profit after Tax of Rs. 143.52 Lakh compared to previous year
profit. Your company hopes to increase its presence in the business in whole market in the
coming years, and also its profitability.
DIVIDEND:
In view of the Companys profitable performance, the Board of Directors desire to
retain the profit for the purposes of the plugging back into the business operations and
hence do not recommend any dividend forthe year2022-23.
TRANSFER TO RESERVES:
The closing balance of the retained earnings of the Company for FY 2023, after all
appropriation and adjustments was Rs. 2222.28 lakhs.
TAXATION:
Provision for taxation/taxation of Rs. 115.50 lakhs on company income has been made
after considering taxable profit of the company.
CREDIT RATING
The Company has zero debt; hence no rating has been obtained from any rating agencies
during the year.
REVIEW OF BUSINESS OPERATION AND FUTURE OUTLOOK
The Company is focusing to achieve its growth track in current sluggish market
situation.
RISK MANAGEMENT POLICY:
Risks are events, situations or circumstances which may lead to negative consequences
on the Companys businesses. Risk management is a structured approach to manage
uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the
Company and key risks will now be managed within a unitary framework. As a formal
roll-out, all business divisions and corporate functions will embrace Risk Management
Policy and Guidelines, and make use of these in their decision making. Key business risks
and their mitigation are considered in the annual/strategic business plans and in periodic
management reviews. The risk management process in our multibusiness, multi-site
operations, over the period of time will become embedded into the Companys business
systems and processes, such that our responses to risks remain current and dynamic.
OPPORTUNITIES AND THREATS
The Company has enhanced its production capacity, these would be not fully utilized
presently but its catering to demand rise in future. The demand growth and recovery in
market situation can achieve Companys target and utilize maximum of its capacity.
The higher inflation rate resulting in higher interest rate and hike in raw material
price may adversely affect your Companys financial performance.
RISK FACTORS
Your Company regularly monitors the various risks associated with its business. The
Company is identifying, minimizing and mitigating the risks and same are reviewed
periodically. The Company has formed Risk Management Process attempts to provide
confidence to the shareholders that the Companies risks are known and well-managed. Your
Company 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 your
company.
CHANGE IN THE NATURE OF BUSINESS. IF ANY:
No changes in the business of the company occurred during the year under review
MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There is no any Material changes occurred subsequent to the close of the financial year
of the Company to which the balance sheet relates.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
There is no any prosecution on company and on its Directors during the financial year.
DEPOSIT
The Company has neither accepted nor renewed any deposits during the year under review
falling within the purview of Section 73 and 76 of the Companies Act, 2013 read with
Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.
DETAILS OF LOAN GIVEN. INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S 186 f41 OF THE
COMPANIES ACT 2013:
No loans or investments were given / made during the financial year under section 186
of the Companies Act 2013. The company has not given any Corporate Guarantees 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 the Company with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013
including certain arms length transactions under third proviso thereto shall be disclosed
in Form No.AOC-2.- ANNEXUREA
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS.
The Company has in place proper and adequate internal control systems commensurate with
the nature of its business, size and complexity of its operations. Internal control
systems comprising of policies and procedures are designed to ensure reliability of
financial reporting, timely feedback on achievement of operational and strategic goals,
compliance with policies, procedure, applicable laws and regulations, and that all assets
and resources are acquired economically, used efficiently and adequately protected.
The Company, through its own, independent Internal Audit Department carries out
periodic audits based on the annual audit plan approved by the Audit Committee, and inter
alia, tests the design, adequacy And operating effectiveness of the internal controls.
Significant observations including recommendation for improvement of business processes
are reviewed by the Management before reporting to the Audit Committee, which reviews the
Internal 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 various
risk.
INDUSTRIAL RELATIONS & HUMAN RESOURCES
The company treats its all manpower as a valuable assets and growth of the company is
possible only through entire workforce working in the company. The industrial relation
with workmen and staff continued to be extremely cordial during the year 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 on Corporate
Governance.
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; your
company is committed to maintaining the highest standards of corporate governance and
adheres to the corporate governance requirement set out by Companies Act 2013 and SEBI.
A certificate from the statutory auditors of the company regarding compliance of
conditions of corporate governance has been obtained and is enclosed herewith ANNEXURE
B
CEO & CFO CERTIFICATION
Pursuant to the provisions of clause 49 of the listing agreement/regulation 17(8) of
SEBI (LODR) Regulations, 2015, the CEO & CFO Certificate for preparation of financial
statements etc., is forming part of corporate Governance report annexed to this report.
ANNEXURE C
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors met 11 (Eleven) on 06.04.2022, 26.04.2022, 30.05.2022,
02.06.2022,29.07.2022, 01.09.2022, 04.09.2022,19.11.2022,26.12.2022,27.01.2023, and
25.03.2023 times during the financial year.
DIRECTORS
At Changes in Directors and Key Managerial Personnel
In accordance with the provisions of the Companies Act, 2013, Mrs. Nila Uday Tilva
becomes the Chairperson of the Company. Mr. Vinodkumar Khimji Tilva continued as an
executive Director and Managing Director of the company.
Mr. Mansukhlal Premjibhai Patel who retires from the Board by rotation, and being
eligible, offer himself for reappointment.
B1 Formal Annual Evaluation:
A formal evaluation mechanism is in place for evaluating the performance of the Board,
the Committees thereof, individual Directors and the Chairman of the Board. The evaluation
was done based on the criteria which includes, among others, providing strategic
perspective, Chairmanship of Board and Committees, attendance and preparedness for the
meetings, contribution at meetings, effective decision making ability, role of the
Committees etc. The Directors expressed theirsatisfaction with the evaluation process.
DECLARATION OF INDEPENDENT DIRECTORS:
Definition of Independence of Directors is derived from Clause 49 of the Listing
Agreement with Stock Exchanges, Company Manual and Section 149(6) of the Companies Act,
2013. Based on the confirmation / disclosures received from the Directors under section
149(7) of the Companies Act 2013 and on evaluation of the relationships disclosed, the
following Non-Executive Directors are considered as Independent Directors:-
1. Mr. SANJIVKUMARVASANTBHAICHANIARA
2. Mr. KHUSHALNARENDRABARMEDA
3. Mr. JASMINBHAIKANTILALCHAPALA
MANAGERIAL REMUNERATION:
Remuneration (includes PF, Bonus and leave encashment) paid to Managing Director and
Directors amount of Rs. 4.20 lakhs during the year2022-23 was within the limit prescribed
under the companies Act 2013.
AUDIT COMMITTEE:
Audit Committee:
The composition of the Audit Committee and details of the meetings as attended by the
Members of the Committee are as given below:
| Name |
Designation |
| Mr. Khushal Narendra Barmeda |
Non Executive (Independent) (Chairman) |
| Mr. SanjivkumarVasantbhai Chaniara |
Non Executive (Independent) |
| Mr. Jasminbhai Kantilal Chapala |
Non Executive (Independent) |
| Mrs. Nila Uday Tilva |
Executive Director |
| Mr. Rahul R. Khokhar |
Secretary |
The minutes of the Audit committee is noted and considered by the Board of 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. SanjivkumarVasantbhai Chaniara |
Non Executive (Independent) |
| Mr. Jasminbhai Kantilal Chapala |
Non Executive (Independent) |
| Mr. Mansukhlal Patel |
Executive Director |
The Nomination and Remuneration Committee has formulated a policy relating to the
appointment, remuneration and removal of Executive Directors, Key Managerial Personnel and
Other Senior Management Personnel of the Company, in accordance with the provisions of
Section 178 of the Act.
The Committee met4 times during the year.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
| Name |
Designation |
| Mr. Khushal Narendra Barmeda |
Non Executive (Independent) (Chairman) |
| Mr. SanjivkumarVasantbhaiChaniara |
Non Executive (Independent) |
| Mr. Jasminbhai Kantilal Chapala |
Non Executive (Independent) |
| Mr. Mansukhlal Patel |
Executive Director |
The Committee met2 times during the year
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
The Company has in place a whistle blower policy, to support the Code of Business
Ethics.
STATUTORY AUDITORS
M/s. Bhavin Associates, Chartered Accountants having Membership No. 043796 (Firm
Registration No: 0101383W) had been appointed as the Statutory Auditors of the Company in
the Annual General Meeting of the Company held for FY-2020-21 till the conclusion of sixth
Annual General Meeting of the company to be held for the FY 2025-26 and that the Board of
Directors had been authorized to fix such remuneration as agreed upon between the Auditors
and the Board of Directors. They have confirmed their eligibility for F.Y 2023-24 under
section 141 of companies Act, 2013, and the rules framed thereunder.
AUDITORS REPORT
The explanations or comments by the Board on every qualification, reservation or
adverse 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 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 year2023-24.
The Secretarial Audit Report for the financial year ended 31st March 2023 is annexed
herewith to this report in the prescribed format (MR-3). The observations of Secretarial
Auditor in their report are self-explanatory and do not require
furtherexplanation.ANNEXURE D
EXTRACT OF THE ANNUAL RETURN:
In accordance with the section 134 (3) (a) of the Companies Act 2013, an extract of the
annual return in Form No. MGT -9 shall form part of the Boards report: ANNEXURE E.
WEB LINKOFANNUAL RETURN:
As per the provisions of section 92(3) of the Companies Act, 2013, the Annual Return of
the Company for the FY 2022- 23 is placed on the website of the Company and weblinkforthe
same is http://www.vinyoflex.com.
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 |
50,00,000 |
10 Each |
5,00,00,000 |
| 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 |
43,19,000 |
10 Each |
4,31,90,000 |
| 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 |
43,19,000 |
10 Each |
4,31,90,000 |
| 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 |
43,19,000 |
10 Each |
4,31,90,000 |
| Preference shares |
Nil |
Nil |
Nil |
| Other Securities |
Nil |
Nil |
Nil |
CONSERVATION OF ENERGY. RESEARCH & DEVELOPMENT. TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO: ANNEXURE F
The information pertaining to conservation of energy, technology absorption, foreign
Earning and outgo as required under section 134 (3)(m)of the companies Act 2013 read with
Rule 8 (3) of the Companies (Accounts) Rule 2015 is attached to this report. ANNEXURE F
CORPORATE SOCIAL RESPONSIBILITY:
Since the company does not fall in the criteria mentioned in Section 135(1) of the
Companies Act, 2013, the said provisions do not apply to ou r company.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The company has complied with the applicable mandatory Secretarial Standards issued by
the Institute of Company Secretaries of India.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE. 2016 (31 OF 2016) DURING THE YEARALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR:
During the year under review, there were no applications made or proceedings pending in
the name of the company under the Insolvency and Bankruptcy Code, 2016.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.
During the year under review, there has been no one time settlement of loans taken from
Banks and Financial Institutions.
DIRECTORSRESPONSIBILITY STATEMENT:
The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state that—
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial yearand of
the profit and loss of the company forthat period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets 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 financial
controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
GREEN INITIATIVES:
Electronic copies of the Annual Report 2022-23 and Notice of the 30th Annual General
Meeting are sent to all members whose email addresses are registered with the Company/
Depository participant(s) and Registrar& Share Transfer Agent as on 30.08.2023. The
requirements of sending physical copy of the Notice of the AGM and Annual Reports to the
Members have been dispensed with vide said MCACircularsand SEBI Circular dated May
12,2020, January 15,2021, May 13,2022 and January 5,2023. Additionally, the Notice of the
AGM and the Annual Report are also being uploaded on the website of the
Companywww.vinyoflex.com.
For members who have not registered their email addresses, physical copies of the
Annual Report 2022-23 and the Notice of the Annual General Meeting under Section 101 of
the Companies Act, 2013 are sent in the permitted mode after payment of such fees as may
be decided by board of directors from time to time Your Company provides e-voting facility
to all its members to enable them to cast their votes electronically on all resolutions
set forth in the Notice. This is 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 Companys employees, customers, vendors, investors and academic
partners for their continuous support.
The Directors also thank the Government of India, Governments of various states in
India, Governments of various countries and concerned Government departments and agencies
for their co-operation.
For and on behalf of the Board of Directors VINYOFLEX LIMITED
CIN: L25200G J1993PLC019830
| Sd /- |
Sd /- |
| Vinod K. Tilva |
Mansukhlal P. Patel |
| Managing Director |
Director |
| DIN: 00275279 |
DIN:01353327 |
| Date: 01st September, 2023 |
| Place: Rajkot |
|
+91-9892691696
