Vinyoflex Ltd Directors Report.

To,

The Members,

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

1. Financial summary

The Boards Report shall be prepared based on the stand alone financial statement of the company.

FINANCIAL PERFORMANCE:

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

(In Rs Lakhs)

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

BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR:

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

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

REVIEW OF BUSINESS OPERATION AND FUTURE OUTLOOK

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

RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which may lead to negative consequences on the Companys businesses. Risk management is a structured approach to manage uncertainty. Aformal enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process in our multi-business, multi-site operations, over the period of time will become embedded into the Companys business systems and processes, such that our responses to risks remaincurrentand dynamic.

OPPORTUNITIES AND THREATS

The Company has enhanced its production capacity, these would be not fully utilized presently but its catering to demand rise in future. The demand growth and recovery in market situation can achieve Companys target and utilize maximum of its capacity.

The higher inflation rate resulting in higher interest rate and hike in raw material price may adversely affect your Companys financial performance.

RISK FACTORS

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

(1) Economic Risks

(2) Industrial Risks.

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

Dividend:

In view of the Companys profitable performance, the Board of Directors desire to retain the profit for the purposes of the plugging back into the business operations and hence do not recommend any dividend for the year 2016-17.

TRANSFER TO RESERVES:

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

TAXATION:

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

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

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

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

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

DEPOSIT

The details relating to deposits, covered under Chapter V oftheAct,-

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

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

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

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

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

INSURANCE

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

INDUSTRIAL RELATIONS & HUMAN RESOURCES

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

PARTICULARS OF EMPLOYEES:

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

CORPORATE GOVERNANCE CERTIFICATE:

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

A certificate from the statutory auditors of the company regarding compliance of conditions of corporate governance has been obtained and is enclosed herewith ANNEXURE B

CEO & CFO CERTIFICATION

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

ANNEUXRE C NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

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

DIRECTORS

A) Changes in Directors and Key Managerial Personnel

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

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

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

Mr. Mansukhlal J. Patel, Mr. Kelvin Makadia, Mr. Dineshlal Nadapra, Mr. Chimanlal Chapla, Mr. Hiralal Patel being as independent directors resigned from the company with effect from 20th June 2017.

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

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

B) Formal Annual Evaluation:

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

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

DECLARATION OF INDEPENDENT DIRECTORS:

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

1. Mr. SANJIVKUMARVASANTBHAICHANIARA

2. Mr. KHUSHALNARENDRABARMEDA

3. Mr. JASMINBHAI KANTILALCHAPALA

MANAGERIAL REMUNERATION:

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

AUDIT COMMITTEE:

Audit Committee:

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

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

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

The Audit Committee met 4 times during the year under review

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

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

NOMINATION AND REMUNERATION COMMITTEE:

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

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

Managerial Personnel and Other Senior Management Personnel of the Company, in accordance with the provisions of Section 178 of theAct.

The Committee met 4 times during the year.

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

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

STAKEHOLDERS RELATIONSHIP COMMITTEE:

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

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

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

STATUTORY AUDITORS

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

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

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

AUDITORS REPORT

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

SECRETARIAL AUDIT REPORT:

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

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

ANNEXURE D CERTIFICATE:

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

ANNEXURE E EXTRACT OF THE ANNUAL RETURN:

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

ANNEXUREF SHARE CAPITAL:

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

Share Capital Of The Company Mention In Following Manner.

Authorized share capital

(Amount in Rs.)

Types of Shares Number of shares Nominal value Total amount
Equity Shares 50,00,000 10 Each 5,00,00,000
Preference shares Nil Nil Nil
Other Securities Nil Nil Nil

Subscribed Capital

(Amountin Rs.)

Types of Shares Number of shares Nominal value Total amount
Equity Shares 43,19,000 10 Each 4,31,900,00C
Preference shares Nil Nil Nil
Other Securities Nil Nil Nil

Issued Capital

(Amount in Rs.)

Types of Shares Number of shares Nominal value Total amount
Equity Shares 43,19,000 10 Each 4,31,900,00C
Preference shares Nil Nil Nil
Other Securities Nil Nil Nil

Paid up Capital

(Amountin Rs.)

Types of Shares Number of shares Nominal value Total amount
Equity Shares 43,19,000 10 Each 4,31,900,00C
Preference shares Nil Nil Nil
Other Securities Nil Nil Nil

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

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

CORPORATE SOCIAL RESPONSIBILITY:

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

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

GREEN INITIATIVES:

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

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

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company has in place a whistle blower policy, to support the Code of Business Ethics.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company and its subsidiaries and associates for their hard work and commitment. Their dedication and competence has ensured that the Company continues to be a significant and leading player in the industry. For and on behalf of the Board of Directors

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