Marvel Vinyls Ltd Directors Report.

To,

The Members of Marvel Vinyls Limited

Your Directors are pleased to present the Companys 34th Annual Report on the business & operaons of the Company and Audited Statement of Accounts for the year ended 31st March 2019 along with the Auditors Report thereon.

FINANCIAL PERFORMANCE

The Companys financial performance, for the year ended March 31, 2019 is summarized below:

Particulars Year ended 31.03.2019 Year ended 31.03.2018
Revenue from Operaons 24,185.79 25,378.98
Profit before Depreciaon & Finance Cost 1,323.71 1,429.91
Finance Cost 536.04 510.13
Depreciaon 386.44 363.89
Profit before Tax 401.23 555.89
Provision for Current Tax 150 210.00
Provision for Deferred Tax (6.02) (13.98)
Income tax Adjustment for Earlier Year (0.57) -
Net Profit/(Loss) after Tax 245.75 359.87
Other Comprehensive income 4.01 4.01
Total Comprehensive Income transferred to other Equity 249.79 363.88
Appropriations
Dividend paid to Equity Shareholders (Incl. of DDT) (51.30) (51.21)
Retained Earnings for the Year
198.49 312.67

COMPANY STATE OF AFFAIRS AND OUTLOOK

During the year produc on was 283.23 MT as compared to 290.92 MT in previous year. The Gross business receipt of your Company during the year was Rs. 24,185.79 Crore as compared to Rs. 25,378.98 Crores during the previous year represenng a decrease of 4.70%.

Your Company is one of the largest manufacturers of synthec leather in India having an installed capacity 20 million linear meters per annum with ve coang lines operaons at di erent locaons. To overcome the current market situaon and to keep the growth momentum moving, your Company intend to mark its presence in new areas, new segment to explore new customers and new markets.

The export of the Company decreased from Rs. 5,934.96 Lakh in preceding year to Rs. 3,881.19 Lakhs in current financial year 2018-19. Auto Companies are exploring India as a hub for seng up manufacturing facility to meet the demand for export. With more and more models approving your companys products in Domesc Automobile Industry, your Company expects to achieve good growth in future.

With the capacity of adding new product range to cater the customers ever changing demands we do not foresee any problem on demand side of our industry. However, exchange uctuaons with the trend of depreciang Rupees against the US Dollar and increasing trend of prices for petroleum products may impact us on account of me lag in passing the increase in prices to our customers. Company is fully geared to tackle the same in usual course of business.

Your Company has put in concerted e orts on costs op miza on and reduc on of General and Administrav e expenses to improve the cost base.

The current economic scenario and looking at the improvement in the industrial growth across the globe, your Company is sure of giving the exemplary performance. Today, the companies are operang in environment where the survival of the test is the law of land. The major contribung factor towards the success of your Company is the customer centric approach, ability to analyze and sas fy the demand of the customers, development of new products, introduc on of new ideas, reducon into cost reducon and value addion to protect the margin as well as helping the customers to increase their margin. Your Company is now on fast track adop ng to change in the economic scenario and technological innovaons keeping in mind the object of enjoying the status of leading player in this industry.

LISTING AT STOCK EXCHANGE

The equity shares of the Company were listed at Bombay Stock Exchange Limited, Delhi Stock Exchange Limited, Jaipur Stock Exchange, Madras Stock Exchange, Ahmadabad Stock Exchange and Calcu a Stock Exchange. However, as per the informaon available with us, except Bombay Stock Exchange, all the above menoned Stock exchanges have stopped funconing and have already been derecognized vide varied SEBI orders. As on date, the Company remains listed at only BSE, and even at BSE, the Company is a fully compliant Company.

The annual lisng fees for the year 2018-19 has been paid by the company to Bombay Stock Exchange Limited.

DIVIDEND

The Board of Director of your Company in its Meetting held on 30th May, 2019 has recommended Dividend of Rs. 1.00/- per equity shares of face value Rs. 10.00/- each (10.00%) on Fully paid-up Equity Shares for the financial year 2018-19 and the same is subject to approval of the shareholder at the ensuing Annual general meeng.

CAPITALSTRUCTURE

The paid up Equity Share Capital as on March 31, 2018 was Rs. 497.16 Lakhs. The Authorized Share Capital of the Company is Rs. 11,00,00,000/- Crores (Rupees Eleven Crores only) comprising of:

a) Rs. 5,50,00,000 (Rupees five Crores Lakhs only) divided into 55,00,000 ( y five Lakhs only) Equity Shares of Rs. 10/- each (Rupees Ten only);

b) Rs. 2,00,00,000 (Rupees Two Crores only) divided into 2,00,000 (Two Lakhs only) 18% Redeemable Preference Shares of Rs. 100/- each (Rupees One Hundred only); and

c) Rs. 3,50,00,000 (Rupees Three Crores fifty Lakhs only) divided into 3,50,000 (Three Lakhs fifty Thousand only) 12% Redeemable Preference Shares of Rs. 100/- each (Rupees One Hundred only)"

CHANGE IN CAPITAL STRUCTURE

The Board of Director of the Company at their Meetting held on 22nd February, 2018 have forfeited the 11,27,900 partly paid up equity shares of the Company (belongs from Public) due to non payment of the outstanding Calls in Arrears/final call Money. Due to the above forfeiture, the public shareholding falls below the prescribed limits by BSE/SEBI. The relevant informaon on this subject was sent to concern department of BSE. This has resulted into dropped in public shareholding to 5.42 % as against minimum spula ted requirements of 25%. The Company has started taking interest to bring the Public shareholdings to minimum 25%.

Post forfeiture, the issued/paid up shares of the Company decreased from 5382583 to 4254683 fully paid Equity shares of Rs. 10/- each.

The company had only one class of 18% Cumulav e Redeemable Preference Shares having a par value of Rs. 100/- per share. Out of these, 71070 Preference shares were redeemed on 31st March, 2018 at par i.e. 71.07 lacs by creang capital redempon reserve out of general reserve and funds transferred to shareholders on 04th April, 2018. Balance 128930 Preference Shares have been redeemed on 23rd March, 2019 at par i.e. 128.93 lacs by creang capital redempon reserve out of general reserve and funds have been transferred to shareholders on 15th April, 2019.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as spula ted under SEBI (Lisng Obligaons and Disclosure requirements) regulaons 2015, is presented in a separate secon forming part of the Boards Report, is enclosed at "Annexure-A".

SUBSIDIARY COMPANIES

Company does not have any subsidiary.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securies and Exchange Board of India (SEBI) and Stock Exchange(s). The Company has also implemented several best corporate governance pracces as prevalent globally.

Pursuant to Schedule V of the SEBI Lis ng Regula ons, A separate sec on on Corporate Governance is included in the Annual Report and the Cer c ate from Companys auditors con rming the compliance with the code of Corporate Governance, is annexed hereto.

The Board of Directors of the Company has evolved and adopted a Code of Conduct and posted the sameon the Companys website www.marvelvinyls.com. The Directors and Senior Management personnel have a rmed their compliance with the code for the year ended 31st March, 2019.

HUMAN RESOURCES

Many ini a ves have been taken to support business through organiza onal e ciency, process change support and various employee engagement programmes which has helped the Organizaon achieve higher producvity levels. A significant e ort has also been undertaken to develop leadership as well as technical/ funconal capabili es in order to meet future talent requirement.

The Companys HR processes such as hiring and on-boarding, fair transparent online performance evaluaon and talent management process, state-of-the-art workmen development process, and market aligned policies have been seen as benchmark pracces in the Industry.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operaon were observed.

A strong internal control culture is pervasive in the company. The company has documented a robust and comprehensive internal control system for all the major processes to ensure reliability of financial repor ng, mely feedback on achievement of operaonal and strategic goals, compliance with policies, procedures, laws and regula ons, safeguarding of assets and economical and efficient use of resources.

The Internal Audit Department con nuously monitors and evaluates the e cacy and adequacy of internal control system in the Company, its compliance with operang systems, accounng procedures and policies at all locaons of the Company with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organiza ons risk management, control and governance process.

The scope and authority of the Internal Audit acvity are well de ned and develops a risk based annual audit plan with inputs from business risk management, prominent stack holders and previous audit reports. The Internal Audit Report is reviewed and approved by the Audit Committee. During the year, the Audit Committee met regularly to review reports submited by the Internal Auditor. All significant audit observa ons and follow-up ac ons thereon were reported to the Audit Committee. The Audit Committee also met the companys Statutory Auditors to ascertain their views on the financial statements, including the financial repor ng system, compliance to accounng policies and procedures, the adequacy and effectiveness of the internal controls and systems followed by the company.

CONTRACTS AND ARRANGEMENTS WITHRELATED

PARTY TRANSACTIONS

All contracts/arrangements/transacons entered by the Company during the financial year with related par es were in the ordinary course of business and on an arms length basis. During the year, the Company has entered into the contract with related party Mrs. Yamini Chawla, daughter of Mr. Pavan Kumar Chawla (Managing Director) for the purpose of provide placement services related to human resources and consultancy services relang thereto in the Company. Further, there was no materially significant related party transacon made by the company with promoters, directors, key managerial personnel or other designated persons which may have a potenal con ict with the interest of the Company at large. All related party transac ons are placed before the audit Committee and also for the board approval.

The Company has developed a Policy on Related Party Transacons for purpose of iden c aon and monitoring of such transacons in which All Related Party Transac ons are placed before the Audit Committee as also the Board for approval. The policy on Related Party Transacons as approved by the Board is uploaded on the Companys website i.e. www.marvelvinyls.com.

Your Directors draw a enon of the members to Note 42 to the financial statement which sets out related party disclosures.

RESEARCH AND DEVELOPEMENT

With the connuing Research and Development acvies, the company endeavors to improve and maintain its technical superiority and quality of its products. One of the objectives of the company is to manufacture products giving an import substuon and to improve and develop good export market.

DIRECTORS AND KEY MANAGERIAL PERSONAL

Enhancing the competencies of the board and ar acng as well as retaining talented employees for role of KMP/a level below KMP are the basis for the N&R Committee to select a candidate for appointment to the Board.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Arcles of Associaon of the Company, Mr. Pankaj Chawla, Executive Director, of the Company is liable to rer e by rotaon at the ensuing annual General Meetting and being eligible, has o ered himself for re-appointment. The Board recommends his appointment.

A. Appointment or Re-Appointment

During the Financial Year 2018-2019, Mr. Saksham Chawla (DIN: 06617758), Executive Director of the company who re red by rotaon, have been re-appointed at the 33rd Annual General Meeng of the company held on 29.09.2018.

Necessary resoluons for the appointment/ re-appointment of aforesaid directors, wherever applicable, have been incorporated in the noce convening the ensuing Annual General Meetting. As required under the regulaons, the relevant details of directors re ring by rota on and/or seeking appointment/re-appointment at the ensuing AGM are furnished as Annexure ‘A to the noce of AGM.

Key Managerial Personnel (KMP)

Mr. Pankaj Chawla was appointed as CFO of the Company w.e.f. 21st May, 2018.

B. Declaration by independent Director

All Independent Directors of the Company have given declaraon that they meet the criteria of independence as provided under Secon 149 (6) of the Act and the regulaon 16(1)(b) of the regula ons. The terms & condi ons for the appointment of Independent Directors are given on the website of the Company.

C. Formal Annual Evaluation of Board

The evalua on/assessment of the directors, KMPs and the senior o cials of the company is to be conducted on an annual basis and to sas fy the requirements of the Companies Act, 2013.

The company has devised a Policy for performance evalua on of independent directors, board, Committees and other individual directors which include criteria for performance evaluaon of the non-Executive directors and Executive directors.

The details of programmes for familiarizaon of independent directors with the company, their roles, rights, responsibilies in the company, nature of the industry in which the company operates, business model of the company and related mafters have been elaborately devised by the top management and e orts are being made to create the awareness about the same.

Pursuant to the provisions of the Companies Act, 2013 and As provided by the Guidance Note on Board evaluaon issued by the SEBI on 5th January, 2017, the Board has carried out an annual performance evalua on of its own performance, the directors individually as well as the evaluaon of the working of its Audit, Nominaon & Remuneraon Committee, Risk Management Committee and Stakeholder Relaonship Committee. The manner in which the evaluaon has been carried out has been explained in the Corporate Governance Report.

D. Remuneration Policy

The Board has, on the recommendaon of the Nomina on & Remunera on Committee framed a policy for selecon and appointment of Directors, Senior Management and their remunera on. The brief of Remunera on Policy is set out in the Corporate Governance Report forming part of the Annual Report

E. Meettings

A calendar of Meettings is prepared and circulated in advance to the Directors.

During the year ended on 31st March, 2019, the Board of Directors had nine (8) meengs. These were held on 21st May, 2018; 30th May, 2018; 26th July, 2018; 14th August, 2018; 29th August , 2018; 14th November, 2018; February 14th, 2019; and March 23rd, 2019. The intervening gap between the Meengs was within the period prescribed under the Companies Act, 2013 and the SEBI Regulaons:

SR. NO NAME OF DIRECTORS CATEGORY NO. OF BOARD MEETINGS ATTENDED
1 Mr. Pavan Kumar Chawla Chairman & Managing Director 8 of 8
2 Mr. Pankaj Chawla Whole-me Dir ector & CFO 8 of 8
3 Mr. Ankit Chawla Whole-Time-Director 8 of 8
4 Mrs. Kir Bhar dwaj Independent Director 8 of 8
6 Mr. Saksham Chawla Whole-Time-Director 8 of 8
7 Mr. P.C. Raval Independent Director 4 of 8
9 Mr. J.S.P. Rai Independent Director 3 of 9

F. Changes in the office of Company

Secretary/Compliance Officer

During the year, there was no change in the office/posi on of Company Secretary & Compliance Officer of the Company.

AUDIT COMMITTEE

The company has constut ed the Audit Committee in line with the provision of the Companies Act, 2013 and the Lisng Regulaons entered by the company with the Stock Exchanges. As on 31st March, 2019 the audit Committee consist of three (03) members out of which the two (02) are the independent directors. During the year ended on 31st March, 2019, the Audit Committee had Five (5) meengs. These were held on May 21st, 2018; May 30th, 2018; August 14th, 2018; November 14th , 2018 and February 14th, 2019.

The composi on of Audit Committee and meengs a ended by the members, which is to be formed as per Secon 177 of the Companies Act, 2013 and SEBI regulaons is been given below:

S.NO. NAME OF MEMBERS DESIGNATION CATEGORY NO. OF MEETINGS HELD / ATTENDED
1. Mrs. Kir Bhar dwaj Chairman Independent Director 5 of 5
2. Mr. Pankaj Chawla Member Non-Independent-Execuv e Director 5 of 5
3. Mr. P.C. Raval Member Independent Director 4 of 5

The more details on Audit Committee along their terms of reference have been given in the corporate governance report.

NOMINATION AND REMUNERATIONCOMMITTEE AND POLICY

The company has constut ed the Nominaon & Remuneraon Committee in line with the provision of the Companies Act, 2013 and Regulaon 19 of the SEBI (LODR) Regulaon, 2015. As on 31st March, 2019 the Nominaon & Remuneraon Committee comprises of three (03) directors, all are Independent Directors.

The details of the Nominaon & Remuneraon Committee along with Remuneraon Policy are set out in the Corporate Governance Report forming part of the Annual Report.

MANAGERIAL REMUNERATION

A) Details of the rao of the remuneraon of each director to the median employees remuneraon and other details as required pursuant to Rule 5(1) of The Companies(Appointment and Remuneraon of Managerial Personnel) Rules, 2014, has been provided in "Annexure B" to this report.

STAKEHOLDERS RELATIONSHIP COMMITTEE (SHARE HOLDERS GRIEVANCE COMMITTEE)

During the year under review, the company has cons tuted the "Stakeholders Rela onship Committee", in line with the provisions of Secon 178 of the Companies Act, 2013. This Committee is responsible for the sasf actory redressal of investors complaints and recommends measures for overall improvement in the quality of investor services. During the year, there were four (4) meengs held on 30th May, 2018; 4th September, 2018; 21st November, 2018 and 11th January, 2019.

During the Financial Year 2018-19, The Company and its Registrar & Share Transfer Agent has received no Complaints from any investor of the Company. Further no share transfer was pending as on March 31, 2019.

RISK MANAGEMENT POLICY

The Company has framed and implemented a Risk Management Policy to iden fy the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys compe five advantage. The risk management policy de nes the risk management approach across the enterprise at various levels including documentaon and reporng.

RISK MANAGEMENT

Pursuant to the provisions of SEBI (LODR) Regula ons, The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for cons tu on of a Risk Committee, which will work towards creang a Risk Register, idenfying internal and external risks and implemenng risk mig aon steps.

The Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companys enterprise wide risk management framework; and (b) Overseeing that all the risks that the organiza on faces such as strategic, nancial, credit, market, liquidity, security, property, IT, legal, regulatory, reputaonal and other risks have been iden ed and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Risk Management Policy was reviewed and approved by the Committee.

The Company manages monitors and reports on the principal risks and uncertaines that can impact its ability to achieve its strategic objec ves. The Companys management systems, organizaonal structures, processes, standards, code of conduct and behaviors governs how the Company conducts the business of the Company and manages associated risks.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, op mal risk mig aon responses and efficient management of internal control and assurance ac vi es. This integraon is enabled by all three being fully aligned wide Risk Management, Internal Control and Internal Audit methodologies and processes.

The details of Committee and its objectives and scope are set out in the Corporate Governance Report forming part of the Annual Report.

INDEPENDENT DIRECTORS

The Independent Directors of the company review the quality, content and meliness of the ow of informaon between the Management and the Board and its Committees which is necessary to e ecv ely and reasonably perform and discharge their dues. During the year ended on 31st March, 2019, the separate Meetting of Independent Directors was held on March 23rd, 2019. The composi on of Independent Directors and meengs a ended by them as per Secon 177 of the Companies Act, 2013 and SEBI Regulaons have been given in the corporate governance report.

CODE OF CONDUCT

The Chairman & Managing Director has con rmed and declared that all the members of the board and the senior management have a rmed compliance with the code of conduct.

CODE FOR PREVENTION OF INSIDERTRADING PRACTICES

In accordance with the provisions of SEBI (Prohibion of Insider Trading) Regulaons, 2015, your Company has formulated and adopted ‘Code of Conduct for prevenon of Insider Trading and ‘Code of prac ces and procedures for fair disclosure of Unpublished Price Sensi ve Informaon (hereinafter collecv ely referred to as "MVL Code of Conduct"). The MVL Code of Conduct is uploaded on the website of the company hps://www .marvelvinyls.com

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There is no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operaons.

AUDITORSAND AUDITORS REPORT

A. Statutory Auditors

During the Year under review, the shareholders of the Company at the 33rd AGM approved the appointment of M/s. Suresh Chandra & Associates, Chartered Accountants, (Firm registration No. 001359N) 504, Prakash Deep building, 7, Tolstoy Marg, New Delhi-110001, as the Statutory Auditor of the Company in place of Mr. Akash Verma, Statutory Auditor of the Company, who had resigned from the post of Statutory Auditor of the Company and shall hold the office from conclusion of 33rd Annual General Meetting till the conclusion of 38th Annual General Meetting of the Company.

The Audit Report given by M/s. Suresh Chandra & Associates, Chartered Accountants, (Firm registration No. 001359N) 504, Prakash Deep building, 7, Tolstoy Marg, New Delhi-110001 on the Financial Statements of the Company for the Financial Year 2018-19, is part of the Annual Report. There are no quali cations, reservation, adverse remark, observations, comments or disclaimer given by the Auditor in their Report. Further, with regard to section 134(3)(ca) of the Companies Act, 2013, no frauds have been reported by the auditors under section 143(12) of the said Act.

B. Secretarial Auditor

The Board has appointed M/s Manish K & Associates, Practicing Company Secretaries Firm in New Delhi through its proprietor Mr. Manish Kumar having ICSI Membership No. A43111 and Certi cate of Practice No. 15931 to conduct Secretarial Audit for the financial year 2018-19.

Secretarial Auditors Report

An audit report issued by M/s Manish K & Associates,, Company Secretaries, in respect of the secretarial audit of the Company for the financial year ended31st March, 2019, is given in "Annexure-C" to this Report.

The Secretarial Auditor has given below observations in his report. In this regards, the reply of the Management has been given along with the observation.

1. As per regulation 31 of SEBI (Listing obligations & Disclosure Requirements) Regulations, 2015, the 100% of shareholding of promoter(s) & promoter group is not in dematerialized form.

Managements Reply: The 100 % of shareholding of your Companys Promoters & Promoter group are not yet dematerialized as there are three members of promoters & promoter group, whose shares will be transmi ed as per order of court and the same is under process.

2. As stipulated under Regulation 38 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not in compliance with the minimum public shareholding requirements speci ed in Rule 19(2) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957.

Managements Reply: The Board of Director of the company at their Meetting held on 22nd February, 2018 had forfeited 11,27,900 equity shares of Rs. 10/- each due to non-payment of allotment money after adjusting excess application money and the exchange has taken the same on record vide its letter no. BSE/LO/PB/Forfeit/130/2019-20 dated June 4, 2019 and also has issued notice to the trading members of the exchange vide Exchanges notice no. 20190406-19. Due to the above forfeiture, the public shareholding of the Company falls below the prescribed limits by BSE/SEBI. The company has initiated the process to comply the minimum public shareholding as prescribed by SEBI/BSE.

C. Cost Auditor

In accordance with the provisions of section 148 of the act and rule made thereunder, the Board of Directors of the Company appointed, M/s V.K Gupta & Co., Cost Auditors (Firm Reg. No. 001039), New Delhi, as the Cost Auditor of the Company for the Financial Year 2018-19.

The Company has received the Cost Audit Report on the cost accounts of the Company for the year ended march 31st, 2019 and the same will be submited to the Central Government in due course.

The Board has re-appointed M/s V.K Gupta & Co., Cost Auditors (Firm Reg. No. 001039), New Delhi, as the Cost Auditor of the Company to conduct the cost audit for the Financial Year 2019-20. The payment of the remunera on to Cost auditor requires the approval/ra c aon of the members of the company and necessary resoluon in this regard, has been included in the noce convening the 34th AGM of the Company.

D. Internal Auditor

In accordance with the provisions under secon 138 of the Companies Act, 2013 read with Rule 13 of The Companies (Accounts) Rules, 2014 thereof, the Board of Directors of the Company has appointed M/s S R K A & Company, Chartered Accountants (FRN No. 020656N) through its partner Mr. Sash Agrawal, as Internal Auditor of the Company to conduct the internal audit of the Company for financial year 2018-19.

ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Companys opera ons are committed to the pursuit of achieving high levels of operang performance and cost compev eness, consolidang and building for growth, enhancing the produc ve asset and resource base and nurturing overall corporate reputa on. Your Company is also committed to creang value for its other stakeholders by ensuring that its corporate acons posiv ely impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has CSR policy in place and the same can be accessed at www.marvelvinyls.com.

The annual report of CSR ac vi es is annexedherewith as annexure ‘H to this report.

DISCLOSURES:

A. Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism/ Whistle Blower Policy that enables the Directors and Employees to report genuine concerns. The policy provides for (a) adequate safeguards against vicmiz aon of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceponal cases.

Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a leer to the Chairman of the Audit Commiee.Detailsofthe Vigi l Mechanism/Whistle Blower Policy are made available on the Companys website i.e. www.marvelvinyls.com.

The details of Vigil Mechanism/Whistle Blower Policy and its terms of reference are set out in the Corporate Governance Report forming part of the Annual Report.

B. Deposits

The Company has not accepted deposit from the public falling within the ambit of Secon 73 to 76 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. Due to the condion imposed by the bankers your Company has accepted the unsecured loans from its directors, their relav es and associates during the financial year.

C. Particulars of Loans, Guarantees or

Investments

Parcular s of Loans, Guarantees and Investments covered under the provisions of Secon 186 of the Act are given in the notes to the Financial Statements.

D. Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

The informa on on conserva on of energy, technology absorp on and foreign exchange earnings and outgo s pulated under Sec on 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are provided herewith as "Annexure-D".

E. Pollution Control

The Companys plants do not generate any e uent beyond permissible limits. Further, the company has adequate controls to maintain the polluon parameters.

F. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure-E".

G. Particulars of Contracts or Arrangements with

Related Parties

The parcular s of contracts or arrangements with related pares referred to in Secon 188(1) of the Companies Act 2013 on arms length transacons in ordinary course of business is disclosed in Form No. AOC-2 as "Annexure-F" to this report.

H. Particulars of Employees

The Industrial Relaons scenario connued to be cordial. The Company regards its employees as a great asset and accords high priority to training and development of employees. In terms of Secon 136 of the Act, the Report and Accounts are being sent to the members and others entled thereto.

Details of Employees pursuant to Secon 197 of the Companies Act, 2013("the Act") read with Rule 5 (2) of the Companies (Appointment and Remuneraon of Managerial Personnel) Rules, 2014, is annexed herewith as "Annexure-G" forming part of the Annual Report.

I. Equal Opportunity Employer

The company has always provided a congenial atmosphere for work to all employees that are free from discrimina on and harassment inducing sexual harassment. It has provided equal opportunies of employmen t to all without regard to their caste, religion, color, marital status and sex.

J. Information under The Sexual Harassment Of Women at Workplace (Prevention, Prohibi]on And Redressal) Act, 2013

The Company has in place an An -Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevenon, Prohibion & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year, there were no cases reported to the Committee.

K. General Disclosure

Your Directors state that no disclosure or reporng is required in respect of the following items as there were no transacons on these it ems during the year under review:

1. Details rela ng to deposits covered under Chapter V of the Act.

2. As there was no subsidiary of the Company during the year 2018-19, neither the Managing Director nor the Whole-me Directors of the Company receive any remunera on or commission from any of other Company.

3. During the year 2018-19, Company neither issued shares with di erenal vong rights or granted stock opons or sw eat equity or ESOS to the employees under any scheme.

DIRECTORS RESPONSIBILITY STATEMENT

Subject to disclosures in the Annual accounts and also on the basis of the discussion with the Statutory Auditors of the Company from me to me, To the best of their knowledge and belief and according to the informaon and explanaons obtained by them, your Directors make the following statements in terms of Secon 134(3)c of the Companies Act, 2013:

i) That in the preparaon of the annual financial statements for the year ended 31st March, 2019, the applicable accoun ng standards have been followed along with proper explanaon relang to material departures, if any;

ii) That Company has selected such accounng policies and applied them consistently and made judgments and es mates that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company as at March 31, 2019 and of the Profit of the Company for the year ended on that date;

iii) That proper and su cient care has been taken for the maintenance of adequate accounng records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preven ng and detecng fraud and other irregularies;

iv) That the annual financial statements have been prepared on a going concern basis;

v) That proper internal financial controls were in place and that the financial controls were adequate and were operang e ecv ely.

For and on behalf of the Board of Directors
M/s MARVEL VINYLS LIMITED
PANKAJ CHAWLA PAVAN KUMAR CHAWLA
PLACE: NEW DELHI Whole-me Dir ector & CFO Managing Director
DATE: 30.08.2019 DIN: 00104666 DIN: 00101197