Vinayak Polycon International Ltd Directors Report

To,

The Members,

Vinayak Polycon International Limited

Your Directors have pleasure to present their Fourteenth (14^th) Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended on 31^st March, 2023 and Auditors Report thereon.

1. FINANCIAL SUMMARY / HIGHLIGHTS

The financial performance of the Company for the year ended on 31^st March, 2023 is summarized below:

Particulars	Year ended 31.03.2023	Year ended 31.03.2022
Sales
Domestic	2179.77	1526.60
Export	0.00	0.00
Other Revenue	7.50	2.11
Total Revenue	2187.27	1528.71
Total Expenses	2168.65	1526.04
Profit Before Interest, Depreciation &	124.05	90.12
Tax
Less: Financial Cost	39.18	25.47
Profit Before depreciation & Tax	84.87	64.65
Less: Depreciation	66.25	61.98
Profit/(loss) Before exceptional item	18.62	2.67
Exceptional item	-	-
Profit after Exceptional item but	18.62	2.67
Before Tax
Less: Tax Liability (including deferred	6.92	-1.54
tax)
Profit After Tax	11.70	4.21

2. OPERATIONAL REVIEW

Financial information is presented in accordance with the Indian Accounting Standards (Ind-AS). Our reporting currency is Indian Rupees (INR).

Your Company has successfully completed 13 years of journey and entering into another magnificent/ splendid year with the Mission and Vision of the Company. Your Company believes in growth of Company as well as society with commitment to serve the customer and shareholders to their satisfaction and better experience. Vinayak Polycon International Limited ("VPIL") is being one of the market leaders of PET Products. Your Company has persistent thrive and work towards expansion of our business with its capacities, updated technology with modern innovations, development of new processes, widened its product range and expanding the marketing network and research & development.

Briefly, during the year under report, Financial Profit before depreciation and taxation was Rs 84.87/- Lakhs against Rs. 64.65/- Lakhs in the previous year. After providing for depreciation and taxation company earned net profit in this year of Rs. 11.70/- Lakhs against the Profit of Rs. 4.21/- Lakhs last year. During the financial year increase in the Profit After Tax (PAT) is due to implementation of effective cost and savings plans.

3. DIVIDEND

The Board of Directors does not recommend any dividend for the year ended on 31^st March, 2023.

4. RESERVES

3

The Board has not proposed transfer of any amount to General Reserve. Profit of the Company during the year i.e., Rs. 11.70 Lakhs is transferred to the Profit & Loss A/C for the Financial Year 2022-23, in compliance with the relevant provisions of the Companies Act, 2013.

5. CORPORATE SOCIAL RESPONSIBILITY

Companys net worth is below Rs. 500 Crore, Turnover is less than Rs.1000 Crore and Net profit (Before Tax) is less than Rs. 5 Crore, hence provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable on the Company.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

In pursuance to Section 134(3) (l) of the Act, no material changes and commitments have occurred after the closure of the financial year to which the financial statements relate till the date of this report, affecting the financial position of the Company

7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

8. FIXED DEPOSITS

During the financial year under review, your Company has neither invited nor accepted or renewed any fixed deposit in terms of provisions of Section 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on March 31, 2023.

9. AUDITORS AND AUDITORS REPORT

A. Statutory Auditors

At the 10^th Annual General Meeting held on 26^th September 2019, M/s Tambi Ashok & Associates, Chartered Accountants, Jaipur (FRN: 005301C) were appointed as Statutory Auditors of the Company to hold office for a period of 5 years till the conclusion of the fifteenth Annual General Meeting. As per the provisions of Section 40 of the Companies (Amendment) Act, 2017 there is no requirement for ratification of appointment of Statutory Auditor at every Annual General Meeting of the Company and therefore, it is not required to ratify the appointment every year. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained a written certificate from the above-mentioned Auditors to the effect that they conform with the limits specified in the said Section and that they are not disqualified from continuing as Auditors within the meaning of Section 141 of the said Act.

There is no reservation, qualification or adverse remark contained in the Statutory Auditors Report attached to Financial Statements for the financial year ended 31^st March, 2023. Information referred in Auditors Report are self-explanatory and dont call for any further comments.

REPORTING OF FRAUDS BY AUDITORS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

B. Secretarial Auditor

As per the provisions of Section 204 of Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to annex with its Boards Report, a Secretarial Audit Report given by a Company Secretary in practice. The Board had appointed M/s V.M. & Associates, Company Secretaries, Jaipur (FRN: P1984RJ039200) as "Secretarial Auditor" to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year 2022-23 in Form MR-3 is attached herewith as Annexure 1. There is no reservation, qualification or adverse remark contained in the Secretarial Auditor Report. Information referred in Secretarial Auditor Report are self-explanatory and do not call for any further comments. The Company has received consent and certificate of eligibility from M/s V. M. & Associates, Company Secretaries, Jaipur for the financial year 2023-24 to act as Secretarial Auditors. The Board in their meeting held on 28^th August, 2023 has re-appointed M/s V. M. & Associates, Company Secretaries, Jaipur (FRN: P1984RJ039200) as Secretarial Auditor of the Company to carry out secretarial audit for the financial year 2023-24.

REPORTING OF FRAUDS BY AUDITORS

There was no instance of fraud during the year under review, which required the Secretarial Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

C. Internal Auditor

Mr. Praveen Maharwal, was appointed as Internal Auditor of the Company for conducting Internal Audit for financial year 2022-23 The Company has received consent letter from Mr. Praveen Maharwal, for the financial year 2023-24 to act as Internal Auditor. The Board of Directors has approved the re-appointment of Mr. Praveen Maharwal, as Internal Auditor at their meeting held on 28^th August, 2023 for conducting the Internal Audit of the Company for financial year 2023-24. His scope of work includes review of operational efficiency, effectiveness of systems & processes, compliances and assessing the internal control strengths in all areas. Internal Auditor findings are discussed and suitable corrective actions are taken as per the directions of Audit Committee as on-going basis to improve efficiency in operations.

REPORTING OF FRAUDS BY AUDITORS

There was no instance of fraud during the year under review, which required the Internal Auditor to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

10. CAPITAL STRUCTURE

During the Financial Year 2022-23 there was no change in capital structure of the Company. Authorized share capital of the company stands at Rs. 3,25,00,000/- (Rupees three crore twenty five lakhs only) and paid up share capital of the Company stands at Rs. 3,08,12,950/- (Rupees three crore eight lakhs twelve thousand nine hundred and fifty only).

11. ANNUAL RETURN

Pursuant to Section 92(3) read with Section134(3) of the Act, the Annual Return as on March 31, 2023 is available on the Companys website on http://www.vinayakpolycon.com/reports

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

The information related to Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is included in the Report as Annexure 2. 13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Changes in Directors and Key Managerial Personnel

Your Companys Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) and provisions of the Articles of Association of the Company. Your Board has been constituted with requisite diversity, wisdom and experience commensurate to the scale of operations of your Company.

During the year under review, the following changes occurred in the Board of Directors and Key Managerial Personnel: Board of Directors

• Mr. Vikram Baid (DIN: 00217347), Whole- Time Director of the Company who retired and being eligible, was reappointed at the 13^th AGM of the Company.

• Further In accordance with the provisions of the Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Samta Baid (DIN: 08104727), Non-Executive Director of the Company is liable to retire by rotation at the 14^th Annual General Meeting (AGM) and being eligible, has offered herself for re-appointment. The Board of Directors on the recommendation of Nomination and Remuneration Committee has recommended her re-appointment in the ensuing AGM.

• Mr. Tarun Dugar (DIN: 06615184), aged 52 years is appointed as an Additional Director in the capacity of Non-Executive Independent Director on the Board, pursuant of sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 ("the Act"), Companies (Appointment and Qualifications of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force], in the Board meeting held on 28th August 2023. He will hold office as Independent Director of the Company for a period of five consecutive years, commencing from 28^th August 2023 to 27^th August 2028. The Board of Directors on the recommendation of Nomination and Remuneration Committee recommends his appointment at the ensuing AGM for shareholders approval.

• Mr. Mahendra Singh Bhandari (DIN: 03622017), aged 69 years is appointed as an Additional Director in the capacity of Non-Executive Independent Director on the Board, pursuant of sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 ("the Act"), Companies (Appointment and Qualifications of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force] in the Board meeting held on 28th August 2023. He will hold office as Independent Director of the Company for a period of five consecutive years commencing from 28^th August 2023 to 27^th August 2028. The Board of Directors on the recommendation of Nomination and Remuneration Committee recommends his appointment at the ensuing AGM for shareholders approval.

• Mr. Abhishek Laxmipat Nahata (DIN: 10286323), aged 41 years is appointed as an Additional Director in the capacity of Non-Executive Independent Director on the Board, pursuant of sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 ("the Act"), Companies (Appointment and Qualifications of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force] in the Board meeting held on 28th August 2023. He will hold office as Independent Director of the Company for a period of five consecutive years commencing from 28^th August 2023 to 27^th August 2028. The Board of Directors on the recommendation of Nomination and Remuneration Committee recommends his appointment at the ensuing AGM for shareholsers approval.

Key Managerial Personnel (KMP)

During the financial year 2022-23, there was no change in the KMPs of the Company. Necessary resolutions for the appointment/ reappointment of aforesaid Director, wherever applicable, have been incorporated in the notice convening the ensuing AGM. As required under the listing regulations and Secretarial Standards on General Meetings issued by ICSI, the relevant details of Directors retiring by rotation at the ensuing AGM are furnished in the notice of AGM

B. Declaration by Independent Directors

Pursuant to the provisions of section 149 (6) of the Act and Regulation 16(1) (b) of the listing regulations, all Independent Directors of the Company have given declaration that they meet the criteria of independence and also registered their registration of Independent Directors in Database of IICA for Independent Directors The Company has received the declarations from all Independent Directors of the Company viz., Mrs. Anima Bordia, Mr. Niraj Narendrakumar Nahata and Mr. Pawan Brijendrasingh Nahata as required under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

All the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. Further, it is confirmed that in the opinion of the board, the independent directors fulfill the conditions specified in Listing Regulations and the Companies Act, 2013 and are independent of the management. The terms & conditions for the appointment of Independent Directors are available on the website of the Company, http://www.vinayakpolycon.com/node/29.

The Ministry of Corporate Affairs (MCA) vide Notification Number G.S.R.804(E) dated 22nd October 2019 effective from 1st December, 2019 has introduced a provision relating to inclusion of names of Independent Directors in the Data Bank maintained by Indian Institute of Corporate Affairs (IICA). All Independent Directors of the Company are registered with IICA.

C. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the Act and the listing regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights, and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of such familiarization programmes imparted to Independent Directors are posted on the website of the Company and can be accessed at https://www.vinayakpolycon.com/sites/default/files/Details%20of%20Familiarization%20pr ogramme.pdf

D. Formal Annual Evaluation

Performance evaluation is becoming increasingly important for Board and Directors and has benefits for individual Directors, Board and the Companies for which they work. The Securities and Exchange Board of India has issued a Guidance Note on Board Evaluation and pursuant to the provisions of the Act, the Board of Directors has carried out an annual performance evaluation of its own performance, Board Committees and individual Directors.

The performance evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees of Board processes, manner of conducting the meetings, review of performance of Executive Directors, value addition of the Board members and corporate governance, succession planning, strategic planning, etc.

Evaluation of Committees was based on criteria such as adequate independence of each Committee, manner of conducting the meetings, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees, value additions made by the members of the committees and effectiveness of its advice/ recommendation to the Board, etc.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback and guidance to top management on business strategy, governance, risk and understanding of the organizations strategy etc. Performance evaluation of every Director was done by the Independent Directors in their meeting and also by the Independent Directors in their meeting held on May 30, 2023.

The process of board evaluation is carried out by Board, Nomination and Remuneration Committee and by Independent Directors in the following manner: • Board: The Board evaluates the performance of Board as whole, Committees of the Board and Individual Directors and chairperson of the Company. • Nomination and Remuneration Committee: The Nomination and Remuneration Committee evaluates the performance of all the individual Directors

• Independent Directors: The Independent directors in their meeting evaluates the performance of all Non-Independent Directors, Chairperson and Board of Directors as a Whole.

As an outcome of the above exercise, it was noted that the Board as a whole is functioning as a cohesive body which is well engaged with different perspectives. The Board Members from different backgrounds bring about different complementarities that help Board discussions to be rich and value adding. It was also noted that the Committees are functioning well and besides the Committees terms of reference as mandated by law, important issues are brought up and discussed in the Committee Meetings. The evaluation exercise also suggested that the Board succession planning exercise has been embedded well in the Board processes.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Whistle Blower Policy to deal with the cases of unethical behavior in all its business activities, fraud, mismanagement and violation of Code of Conduct of the Company. The policy provides systematic mechanism to report the concerns and adequate safeguards against the victimization, if any. The policy is available on the Companys website at the weblink : http://www.vinayakpolycon.com/policies. During the financial year, no whistle blower event was reported and mechanism is functioning well. No personnel have been denied access to the Audit Committee.

15. LOANS, GUARANTEES OR INVESTMENTS

Pursuant to the provisions of Section 186 of the Act and Schedule V of the Listing Regulations, investments made are provided as part of the financial statements. There are no loans granted, guarantees given or issued or securities provided by your Company in terms of Section 186 of the Act, read with the rules issued there under.

16. COMMITTEES OF THE BOARD

Currently, the Board has three committees: Audit committee, Nomination and Remuneration committee and Stakeholders Relationship committee. All committees consist entirely of independent directors. During the year under review, there were no change in the composition of the any of the committees of the Company. The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Committee	Composition of the Committee	Highlights of duties, responsibilities and activities
Audit Committee	Mrs. Anima Bordia, Chairperson	The Committee is governed by, in line with the regulatory requirements mandated by Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The primary objective of the Committee is to monitor and provide an effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting. The terms of reference of the Audit Committee, inter alia, include the following:
	Mr. Niraj Nahata
	Mr. Pawan Nahata
		1.To Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
		• 2.Recommendation for appointment, remuneration and terms of appointment of auditors of the Company.
		• 3. Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors.
		• 4. Reviewing the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:
		• Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of subsection 3 of Section 134 of the Companies Act, 2013.
		• Changes, if any, in accounting policies and practices and reasons for the same.
		• Major accounting entries involving estimates based on the exercise of judgement by management.
		• Significant adjustments made in the financial statements arising out of audit findings.
		• 5.Reviewing the quarterly financial statements before submission to the Board for approval.
		6. Review and monitor the auditors independence and performance, and effectiveness of audit process.
		7. Reviewing performance of Statutory and Internal Auditors, and adequacy of the internal control systems.
		Audit committee performed all of its duties during the year.
		All recommendations made by the audit committee during the year were accepted by the Board.
Nomination and Remuneration Committee	Mrs. Anima Bordia, Chairperson	• The Nomination and Remuneration Committee determines the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Management as required by the Section 178 of the Act.
	Mr. Niraj Nahata	• The Committees constitution and terms of reference are in compliance with provisions of the Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015.
	Mr. Pawan Nahata	• The terms of reference of the Nomination and Remuneration Committee, inter alia, include the following:
		• Formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees;
		• Formulation of criteria for evaluation of Independent Directors and the Board of Directors.
		• Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal;
		• Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors;
		The Nomination and Remuneration Committee has framed the Nomination and Remuneration Policy which is available on the website of the Company, http://www.vinayakpolycon.com/policies
Stakeholders Relationship Committee	Mrs. Anima Bordia, Chairperson	• The terms of reference and the ambit of powers of Stakeholders Relationship/ Grievance Redressal Committee are as per the governing provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015. The status of shareholder correspondences, queries, grievances etc. are endeavoured to be addressed instantaneously by the secretarial department of the Company and status thereof is also placed before the Stakeholders Relationship/ Grievance Redressal Committee.
	Mr. Niraj Nahata
	Mr. Pawan Nahata
		The Committees constitution and terms of reference are in compliance with provisions of the Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015.
		• The terms of reference of the Stakeholders Relationship Committee, inter alia, include the following:
		• Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non- receipt of annual report, non-receipt of declared dividends, issue of new/duplicate share certificates, general meetings etc
		• Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
		• The committee considers, specifically look into the various aspects of interest and resolve the grievances of the shareholders of the listed entity including complaints related to transfer of shares, non- receipt of annual report.

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met four times during the financial year 2022-23 on 30^th May, 2022, 09^th August, 2022, 09^th November, 2022, 11^th February, 2023. The intervening gap between the meetings, frequency and quorum at these meetings were in conformity with the provisions of the Companies Act, 2013, Listing Regulations and Secretarial Standards. The names and categories of the Directors on the Board, their attendance at Board meetings during the year and at last Annual General Meeting, as also the number of Directorships and Committee memberships held by them in other companies are shown in the table:

Name & Designation of Director	Category	No. of Meetings Held	No. of Meetings Attended	Whether Attended Last AGM	No. of Outside Directorships of Other Companies	No. of Committee Memberships	No. of Committee Chairmans hips
Mr. Bharat Kumar Baid, Managing Director	Executive Director & Promoter	4	4	Yes	-	-	-
Mr. Vikram Baid, Whole- time Director	Executive Director & Promoter	4	4	Yes	1	-	-
Mrs Samta Baid	Non- Executive Director & Promoter	4	4	Yes	1
Mr. Pawan Nahata, Director	Non- Executive Independent Director	4	4	Yes	-	3	-
Mr. Niraj Nahata, Director	Non- Executive Independent Director	4	4	Yes	-	3	-
Mrs. Anima Bordia, Director	Non- Executive Independent Director	4	2	Yes	-	3	3

The draft of the minutes prepared by the Company is circulated among the Directors for their comment / suggestion and finally after incorporating their views, final minutes are recorded in the minutes books. Post meeting, important decisions taken were communicated to the concerned officials and departments for the effective implementation of the same.

18. RELATED PARTY TRANSACTIONS

VPIL has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arms length as part of its philosophy of adhering to highest ethical standards, transparency and accountability. Pursuant to the provisions of Section 188 of the Act read with rules issued there under and Regulation 23 of the listing regulations all contracts / transactions / arrangements entered by the Company during the financial year with the related parties were in ordinary course of business and on an arms length basis. Further, there were no transactions with related parties which qualify as material transactions under the listing regulations. The Company has framed the policy on related party transaction and Audit Committee has reviewed the related party transaction in every meeting. There are no material significant related party transactions made by the Company with Promoters, Directors, KMP or other designated persons and their relatives which may have a potential conflict with the interest of the Company at large. Particulars of contracts or arrangements with related parties referred to Section 188(1) of the Companies Act, 2013 in the form AOC 2 is annexed herewith as

Annexure 3.

During the financial year 2022-23, all transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of repetitive nature. The transactions entered into pursuant to the omnibus approval so granted along with a statement giving details of all related party transactions was placed before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the same. The Company has made transactions with related parties pursuant to Section 188 of the Act. The policy on related party transactions is available on Companys website i.e. http://www.vinayakpolycon.com/policies.

19. PARTICULAR OF EMPLOYEES

Information required pursuant to Section 197(12) of the Companies Act, 2013, read with rules made thereunder as amended from time to time has been given as Annexure 4, which forms a part of this Report.

20. NOMINATION & REMUNERATION POLICY

In line with the requirements of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Nomination and Remuneration Policy. The Nomination and Remuneration policy provides guidelines to the Nomination and Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors, Key Managerial Personnel and Senior Management. This policy formulates the criteria for determining qualifications competencies, positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel. The current policy is to have an appropriate mix of executive andindependent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31^st March, 2023, the Board consists of 6 members, one of whomis whole-time director, one is managing director, one is Non- executive Director and three are independent directors. The Board periodically evaluates the need for change in its composition and size. During the year under review, there was no change in the Nomination and Remuneration policy of the Company. The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is available on the website of the Company, http://www.vinayakpolycon.com/policies.

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

21. INDEPENDENT DIRECTORS MEETING

As per the requirement of Schedule IV to the Companies Act, 2013, the Independent Directors of the Company met during the year, inter alia to:

1. Review the performance of non - Independent Directors and the Board of Directors as a whole;

2. Review the performance of the Chairperson of the Company, taking into account the views of the Executive and Non – Executive Directors;

3. Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. They expressed satisfaction over the performance of Non-Independent Directors, Chairperson and Board of Directors as a whole.

22. INTERNAL FINANCIAL CONTROL

Your Company put sufficient internal financial control system adequate with the size of its business operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Companys operations, safe keeping of its assets, optimal utilisation of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your Companys operations. The Company has well defined mechanisms in place to establish and maintain adequate internal controls over all operational and financial functions considering the nature, size and complexity of its business. The Company maintains adequate internal control systems that provide, among other things, reasonable assurance of recording the transactions of its operations in all material respects and of providing protection against significant misuse or loss of Companys assets. The Company is following all the applicable Indian Accounting Standards as issued by The Institute of Chartered Accountants of India for properly maintaining the books of accounts and reporting financial statements. Mr. Praveen Maharwal, Internal Auditor of the Company independently evaluate adequacy of internal controls and audit the majority of the transactions undertaken by the Company. Post audit reviews are carried out to ensure that audit recommendations have been implemented. The Audit Committee of the Board of Directors which comprises of Independent Directors, inter alia, reviews the adequacy and effectiveness of internal Control and monitors implementation of Internal Audit observations. During the financial year under review, the Statutory Auditor in their Report on the Internal Financial Control with reference to financial statements for the financial year 2022-23 has given unmodified report.

23. CODE OF CONDUCT

The code of conduct has been circulated to all the members of the Board and Senior Management Personnel and they have affirmed their compliance with the said code of conduct for the financial year ended on March 31, 2023. The code of conduct has been posted on the Companys website:, http://www.vinayakpolycon.com/codeofconduct.

24. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" was notified on December 09, 2013, under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. In terms of the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company adopted a policy for prevention of Sexual Harassment of Women at workplace and also set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. During the financial year 2022-23, no new complaint has been received. The policy is available on the Companys website at the link http://www.vinayakpolycon.com/policies.

25. RISK MANAGEMENT POLICY

The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

A systematic risk review process to identify, assess, monitor, manage and report risks supported this. The framework provides a comprehensive and systematic approach to identify and mitigate risks by embedding risk management as integral to planning at strategic and operational levels. This helped monitor, report and review identified risks in addition to considering emerging risks. There are various elements of risk which, in the opinion of the Board, may threaten the existence of the company some of which are as follows:

Competition risk

The dynamic nature of the market threatens growth and margins. The Company widened its product offerings and visibility, enhancing long-term client relationships.

Technological disruption risk

Rapid technology transformation redefines businesses and any delay in adaptation could affect revenues.

Manpower risk

Inadequate / under-skilled resources could result in a loss of business opportunities. The Companys talent acquisition function attracts qualified and skilled professionals. The Company also trains manpower for a minimum of 30 hours/year. It is more at middle/senior levels.

Supply chain disruption risk

VPIL is successfully able to mitigate this risk owing to a strong network of suppliers and owned manufacturing facilities.

26. LISTING ON STOCK EXCHANGE

BSE Limited (BSE)

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001; Scrip Code : 534639

The Company has paid the listing fees to the aforesaid Stock Exchanges.

27. DEPOSITORY SYSTEM

The ISIN allotted to the Company is INE581M01016. The Company has also established the required connectivity with both the NSDL & CDSL through its registrar and share transfer agent MAS Services Pvt. Ltd., New Delhi for both physical and demat segments. The equity shares of the Company can be held in electronic form with any depository participant with whom the Members/Investors have their depository account. The process for getting the shares dematerialized is as follows:

1. Shareholder shall submit the shares certificate along with Dematerialization Request Form (DRF) to Depository Participant (DP).

2. DP processes the DRF and generates a unique Dematerialization Request No.

3. DP forwards DRF and Share Certificates to Registrar and Share Transfer Agent (RTA).

4. RTA after processing the DRF confirms or rejects the request of Depositories.

5. If confirmed by the RTA, depositories give credit to shareholder in his account maintained with DP.

6. Physical shares received for dematerialization are processed and dematerialized within the stipulated period, provided the same are in order in all respect. Bad deliveries are immediately returned to the DP

28. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments thereto, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by its designated persons and other connected persons and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information. The trading window is closed during the time of declaration of results and occurrence of any material events as per the code. The Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the website of the Company, http://www.vinayakpolycon.com/codeofconduct.

29. CORPORATE GOVERNANCE REPORT

As per Regulation 15(2) of the Listing Regulation, the compliance with the Corporate Governance provisions shall not apply in respect of the following class of companies: a. Listed Entity having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year; b. Listed Entity which has listed its specified securities on the SME Exchange.

Since, the Company falls in the ambit of aforesaid exemption (a); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it also does not form part of the Annual Report for the Financial Year 2022-23 However, our Company has complied with all the disclosures and requirements which are applicable under all the rules, regulations for the time being in force.

30. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report popularly known as MDAR is the communication straight from the management to their valued shareholders giving them insights into the present business conditions of the company and its future potential. It gives a birds eye view about the Companys objective, predictions and forward-looking statements. This report is an integral part of the Boards Report. Aspects on industry structure and developments, opportunities and threats, outlook, risks, internal control systems and their adequacy, material developments in human resources and industrial relations have been covered in this Report. Companys financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values, the provisions of the Companies Act, 2013 ("the Act") and guidelines issued by the Securities and Exchange Board of India (SEBI).

Our values and guiding principle have been woven around seven major aspects which are evidently visible in all the activities performed by the Company i.e. Customer Satisfaction, Innovation, Quality Product and Service, Employee Growth, Culture, Being Sensitive towards Society and Environment Protection. This guiding principle is now the culture of the organization and ensures that both internal and external customers are satisfied.

A. Industry Structure & Development

The Indian plastics industry has made a significant progress since beginning of 1957 with the production of polystyrene. Thereafter, the industry has grown and diversified rapidly. The industry spans the country and hosts more than 2,000 exporters. It employs about 4 million people and comprises of more than 30,000 processing units, 85-90 percent of which are small and medium sized enterprises. Plastic bottles have become way of life and are in all sectors such as food and beverages, oil, pharma, drinking water and all other sectors. They do not fall into single use plastic as, they are environment-friendly and can be recycled repeatedly which further reduces their manufacturing cost. Hence their volume has reached around 20 million tons/pa globally Polyethylene terephthalate (PET) refers to a thermoplastic polymer resin of the polyester family which is widely used for manufacturing plastic bottles. In comparison with PP, HDPE and PVC bottles, PET bottles are more durable, transparent, lightweight, non-reactive, cost-effective and thermally stable. During the period under review, there is significant increase in the use of plastic including PET Containers throughout the country. Clear Visibility of packed product in primary and secondary packaging has gained importance. The buyer wants to clearly see the inner contents before buying and wants the container to be unbreakable, child safe and durable. This led to great increase in manufacturing of plastic wares in the country especially PET. Your company is on its way to capitalize on this trend, through improved production of plastic products and through alliances with the suppliers who have specific expertise in the related field.

B. Opportunity

The consumption of plastic is increasing at the rapid speed as it is easy and convenient to use and can easily be recycled. It paves a path to the companies to make new development for the better positioning in the market. The ability to see the contents off the shelves before buying in a transparent container is always preferred over others.

Vinayak Polycon International Limited continuously striving to increase its production and aims to provide better quality products to its consumers along with making strong position in domestic market.

C. Threats

• Temporary decline in the economic activity

• Increased competition in the plastic industry due to entry of new players

• Introduction of new technologies

• Introduction of new taxes

• Any unfavourable change in Government Policies may affect the profitability of the company.

• Threat of substitutes

• Rising cases of Takeovers or stressed companies where by Creditors have to agree to the plan offered by the buyer / Resolution professional.

D. Segment wise or Product wise Performance

The Company is mainly engaged in the business of manufacturing of Plastic Containers and Closures. The detailed segment wise performance has been given in ‘Financial Performance with respect to Operational Performance.

E. Outlook

The Outlook of your Company is promising, in light of its refreshed mission and vision and clear strategic framework. Vinayak Polycon International Limited leadership team and employees at all levels are in line with the strategy and working towards making it a success. The Companys product development team has developed an exciting range of plastic items which will fuel our growth in future VPIL is at a crucial juncture where the decisions we make in the transitory phase in anticipating the post-pandemic scenario will define our future growth. We will keep true to our core of being a deep value manufacturer while maintaining a lean cost structure and an eye on the Balance Sheet.

F. Risks and Concerns

We believe that great things never come from comfort zonesand so, we are constantly working on way to do things better every single moment. The Company is impacted by the change in the business environment both within the Country and globally and this necessitates continuous valuation. In the current scenario of competitive business environment and open economy across the world, no Company can imagine risk free business environment. Your Company is proactively taking steps to identify and monitor the risk and make efforts to mitigate significant risks that may affected. The Board of Directors is continuously and carefully monitoring the risks and concerns related to the business for example: macroeconomic factors, geographical concentration, change in the Government policies and legislation, increase in the raw material prices etc. The Company has also taken several insurance policies to mitigate other risks and concerns of the Company. Competition is increasing day-by-day in all fields of business. Similarly, there is competition in plastic industries too. The company is facing various risks and obstacles which includes inflation risk, credit risk, interest rate risk, non-availability of raw-material, high prices etc. In order to overcome such situations company is fully aware towards the preparation of appropriate programs, adoption of suitable policies and to take corrective and precautionary measures for safeguarding the companys market position and further to strengthening it. The financial and related risks have been comprehensively covered in the Annual Accounts of the company togeth er with the mitigation strategy of the same. The present and anticipated future risks are reviewed by the management of the company at regular intervals. The management takes suitable preventive steps and measures to adequately safeguard the companys resources of tangible and intangible assets.

G. Adequacy of Internal Control System

VPIL has adequate internal financial control procedures commensuration with its size and nature of business. These control provide reasonable assurance regarding effectiveness and efficiency of operations, safeguarding of assets, prevention and detection of frauds and error, accuracy and timely preparation of reliable financial information. The Company has appointed Internal Auditor, who periodically audit at all units and report to the management. Based on the audit observation and recommendations, follow ups and remedial measures are being taken including review and increase in scope, on time to time. The Audit Committee reviews reports submitted by the Internal Auditor and Statutory Auditor. The Audit Committee also ascertain the views of the statutory auditor on the adequacy of internal control systems and takes appropriate action. Based on its evaluation, our internal financial controls are adequate and operating effectively. The effectiveness of internal controls is reviewed through the internal audit process, which is undertaken for every Operating Unit and all major corporate support functions under the direction of the Head Internal Audit. The focus of these reviews is as follows:

• Identify weaknesses and areas of improvement

• Compliance with defined policies and processes

• Safeguarding of tangible and intangible assets

• Management of business and operational risks

• Compliance with applicable statutes

The Audit Committee of the Board oversees the adequacy of the internal control environment through regular reviews of the audit findings and monitoring implementations of internal audit recommendations through the action taken reports submitted to them. The Audit Committee comprising of Independent Directors , regularly reviews the audit plans, significant audit findings, implementations of internal audit recommendations, adequacy of internal controls, compliance with accounting standards as well as reasons for changes in accounting policies and practices, if any.

Anti-fraud programmes including whistle blower mechanisms are operative across the company.

H. Discussion on Financial Performance with respect to Operational Performance The financial year 2022-23 was one of the significant year in terms of growth and sustainability. The Management at the operational level, with the extensive support of the employees, made it possible to achieve the organizational activities at the desired levels / targets and the cumulative efforts turned the budgets into achievements while taking full care of its Human Capital. During the financial year 2022-23, your Company has achieved total revenue on amounting to Rs. 2187.27 Lakhs as compared to Rs. 1528.71 Lakhs in previous financial year and Net Profit after tax (PAT) has increased Rs. 11.70 Lakhs to a Profit of Rs. 4.21 Lakhs in financial year 2021-22. The overview of financial performance with respect to operational performance of the Company can be obtained from the various following ratio analysis:

Particulars of Ratio	F.Y. 2022-23	F.Y. 2021-22	Change in %	Reason (if change is more than 25%)
Debtors Turnover Ratio	4.06	3.78	7.40	N.A.
Inventory Turnover Ratio	11.70	6.93	68.83	Company had higher inventory turnover which is showing better utilization of resources.
Interest Coverage Ratio	1.47	1.10	33.63	Higher interest coverage ration indicates better performance of the company
Current Ratio	1.30	1.30	0	N.A.
Debt Equity Ratio	1.02	0.81	25.92	Increase is due to Term Loan taken by the company
Operating Profit Margin %	0.85	0.174	388%	Higher operating profit indicates better efficiency for the company.
Net Profit Margin %	0.536	0.275	94%	Increase is due to exceptional item as mentioned in the notes to financial statements of the company.

Details of any change in Return on Net Worth as compared to the immediately previous financial year:

Particulars	F.Y. 2022-23	F.Y. 2021-22
Share Capital	308.13	308.13
Reserve & Surplus	140.90	129.20
Net Worth	449.03	437.33
Profit After Tax	11.70	4.21
Return on Net Worth	2.60	0.96

I. Human Resources Development/Training

Human Resources are considered to be a form of capital and wealth of the Company. The growth of the Company and improvement in the systems has been sustained by the active involvement of the employees with the Management. It has been the focus of the management to improve and expand the contribution of its human resources towards attainment of organizational goals and values. The technical expertise of the Management has been shared with the employees at the works, which keeps them motivated to meet and surpass the set targets. The Company always believes that its growth is closely linked with the growth and overall development of its employees. The Company is committed to upgrade the skill of its employees and to create an environment where excellence is recognized and rewarded. The target is to place right people at right position and to enhance the efficiency, working speed, competency and time management skill of its employees. The Companys endeavour is to create an environment where people can use all of their capabilities in promoting the business of the Company. As on 31^st March, 2023, the Company employed a total of 45 employees of which 12 were Officers and 33 belong to non-executive cadre.

J. Trade Relations

Vinayak Polycon International Ltd. believes in building teams across the business and functions with the aim to share knowledge and experience. Cross functional teams work with clear objectives to solve the issues and create value for the company. The company fosters open dialogue among the employees with the brief that the people, who communicate continuously and openly, build trust and mutual respect.

The Company maintained healthy, cordial and harmonious Industrial relations at all levels. The Directors wish to place on record their appreciation for the valuable contribution by the employees of the Company.

K. Cautionary Statement

Statement in the Management Discussion and Analysis and Directors Report describing the Companies strengths, objectives, strategies, projection and estimate are forward looking and progressive within the meaning of all applicable laws and regulation. Actual results may vary depending upon the various aspects of the economic such as government policies, rules and regulations, economic conditions and other incidental factors. Important factors that could make a difference to our Companys operations include raw material availability and prices, cyclical demand and pricing in our principal markets, changes in government regulations, tax regimes, economic developments within India and outside the countries in which we conduct business and other incidental factors. Management will not be in any way responsible for the actions taken based on such statements.

31. DISCLOSURE ON SECRETARIAL STANDARDS

The company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

32. DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134(3) (c) of the Act, your Directors state and confirm that:

a) In the preparation of the annual accounts for the year ended 31^st March, 2023, the applicable accounting standards have been followed and there are no material departures from the same 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 as at March 31, 2023 and of the profit and loss of the Company for the year ended on March 31, 2023; c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities d) The Directors have prepared the annual accounts on a Going Concern basis. e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, and f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

33. OTHER DISCLOSURES

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable. There was no revision of financial statements and Boards Report of the Company during the year under review. Company has not issued equity shares with differential rights as to dividend, voting or otherwise. The Company has not issued any sweat equity shares to its directors or employees There was no instance of one time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to provide higher levels of consumer delight through continuous improvement in existing products and introduction of new products. Your Directors acknowledge wise counsel received from Statutory, Cost, Internal and Secretarial Auditors, and are grateful for their consistent support and cooperation The Board places on record its appreciation for the support and co-operation, your Company has been receiving from its suppliers, customers and others associates. Your Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Governments, the Tax Authorities, the Ministry of Commerce, Ministry of Corporate Affairs, Ministry of Finance, Securities and Exchange Board of India, Stock Exchanges and other governmental/ semi-governmental bodies and look forward to their continued support in all future endeavors.

Date: 28.08.2023
Place: Jaipur
Registered Office: 312, Navjeevan
Complex, 29, Station Road,
Jaipur-302006 (Rajasthan)
Tel: 0141-2377007
investor@vinayakpolycon.com
www.vinayakpolycon.com
For and on behalf of the Board of Directors
For Vinayak Polycon International Limited
BHARAT KUMAR BAID	VIKRAM BAID
MANAGING DIRECTOR	WHOLE TIME DIRECTOR
DIN: 00212506	& CFO
	DIN: 00217347