virgo polymers india ltd share price Directors report

Dear Shareholders,

Your directors have pleasure in presenting 38^th Annual Report of Virgo Polymers India Limited along with audited financial statements for the year ended March, 2023.

1. FINANCIAL RESULTS:

The Companys Financial results for the period under review are as follows:

PARTICULARS	2022-23	2021-22
	(Rs. In Lakhs)	(Rs. In Lakhs)
Revenue from operations	17,028.17	11,799.28
Other Income	37.13	60.93
Total Income	17,065.29	11,860.2
Total expenses	16,992.47	11,781.15
Profit/(Loss) before tax	72.83	79.05
Exceptional Item	-	-
Tax Expenses:
Current Tax	(9.86)	(11.69)
Deferred Tax	4.42	(12.58)
MAT Credit entitlement	-	3.92
Transfer to Reserve	-	-
Profit / (Loss) carried to Balance sheet	63.01	54.42

2. BUSINESS PERFORMANCE:

During the year under review, your company has made profit of Rs 63.01 lakhs against 54.42 lakhs profit in the previous financial year. There is no change in the nature of business of the Company.

3. SHARE CAPITAL:

The Paid-up Equity Share Capital as on March 31, 2023 was Rs. 3,40,00,000/ - There is no change in the Share Capital of the Company during the financial year.

4. DIVIDEND:

The Board of Directors wish to conserve the profit for future development and expansion and hence have not recommended any dividend for the financial year 2022-23.

5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the year, Your Company has not granted loan or in respect of a loan to any person or body corporate or acquisition of shares in other body corporate under Section 186 of the Companies Act, 2013.

6. TRANSFER OF PROFIT TO RESERVES:

During the year, your Company has made a profit of Rs. 63.01 Lakhs. However, Company does not recommend to transfer any amount to reserves.

7. DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review and there are no outstanding deposits as on 31st March, 2023.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year 2022-2023, the Company had entered into transaction with related parties pursuant to the provisions of Section 188 of the Companies Act, 2013. The transaction entered into by the Company are in arms length basis. The particulars of contracts or arrangement with related parties given in the AOC-2 as enclosed in the Annexure-II

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Industry Structure and Developments:

Presently the Company is manufacturing an extensive range of FIBC (Jumbo bags, big bags, bulk sacks) in various designs and sizes. FIBC is one of the most cost effective and ideal type of packaging solutions for transportation and storage of goods. These bags are made of polypropylene fabric.

Opportunities and Threats:

Our Company project has resulted in high quality output which has resulted to tie up long term contracts with the Customers. Our main concern is, continuous competition from other manufactures in the same line of production.

Segment wise performance:

The Performance of the products of the Company namely FIBC (Jumbo bags, big bags, bulk sacks) in various designs and sizes which are made up of polypropylene fabric are satisfactory and the only problem faced by the Company is power interruption and power failure which are beyond control.

Risks and Concerns:

Our main concern is, continuous competition from other manufacturers in the same line of production by reducing the price in the market due to which the Company has to reduce the price to retain its share in the market.

10. RISK MANAGEMENT POLICY:

The risk management is overseen by the Audit Committee of the Company on a continuous basis. Major risks, if any, identified by the by the business and functions are systematically addressed through mitigating action on a continuous basis. The risk management policy is available in the Company website www.virgopolymers.com.

11. NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the company. The policy also lays down the criteria for selection and appointment of Board Members. The policy and details of Nomination and Remuneration is available on the website of the Company at www.virgopolymers.com.

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:

1. The Committee had formulated the criteria for determining qualifications, positive attributes, and independence of a director. and is available in the company website www.virgopolymers.com. The Committee shall identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

2. Recommend to the Board, appointment, and removal of Director, KMP and Senior Management Personnel.

3. The Board shall carry out evaluations of the performance of every Director, KMP and Senior Management Personnel at regular intervals (yearly).

4. The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and Senior Management Personnel will be determined by the Committee and recommended to

the Board for approval. The remuneration/ compensation/ commission etc. shall be subject to the prior/ post approval of the shareholders of the Company and Central Government, wherever required.

5. Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Personnel.

6. Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chie Executive Officer, Chief Financial Officer, the Company Secretary, and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

7. The Non-Executive/ Independent Director is not paid remuneration by way of fees for attending meetings of the Board or Committee thereof.

8. Commission to Non-Executive/ Independent Directors If proposed may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

12. BOARD POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which are placed on the website of the Company www.virgopolymers.com.

(i) Code of Conduct for Directors and Senior Management

(ii) Policy of Directors Appointment and Remuneration

(iii) Nomination and Remuneration Policy

(iv) Policy on Related Party Transactions

(v) Policy on Sexual Harassment of woman at work place (Prevention, prohibition and redressal) Act, 2013.

(vi) Policy on Material Events

(vii) Policy on preservation and archival

Since your Companys Paid-up Capital and Net worth is less than Rs. 10 Crores and Rs. 25 Crores respectively, the provisions of SEBI (LODR) Regulations, 2015 relating to corporate governance is not applicable.

13. BOARD DIVERSITY:

Since the Company falls under the exempted category as provided under Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 disclosure on Board Diversity is not applicable.

14. PARTICULARS OF EMPLOYEES:

There are no employees falling within the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

15. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT:

Training on all sectors is given to its employees periodically and motivated to work in line with the development of the industry. The willingness and commitment of the employees help the company to stand tall among its customer in quality and service.

16. INTERNAL COMPLAINTS COMMITTEE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee ("ICC") is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. The policy on Prohibition Prevention & Redressal of Sexual Harassment is available on the website of the Company at www.virgopolymers.com

During the Financial Year under review, no complaints with allegation of sexual harassment were filed with the ICC.

Internal Complaint Committee Members:

1. Mrs. Mamta Ramsisaria

2. Mr. Vivek Ramsisaria

17.SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES:

The Company does not have any Subsidiaries, Associates and Joint Venture Companies.

18. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF REPORT:

There are no material changes and commitments occurred between the end of the financial year of the company to which the financial statements relate and the date of the report, affecting the financial position of the company.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

20. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

21. AUDITORS:

STATUTORY AUDITORS

M/S. VENKAT AND RANGAA LLP, Chartered Accountants, (Firm Registration Number: 004597 S) has been appointed as statutory auditor of the company for the term of five years in the 37^th Annual General Meeting which held on 12^th September 2022 and they continue to be the Auditors till 42^nd Annual General Meeting.

COMMENT ON STATUTORY AUDITORS REPORT:

There are no qualifications, reservations, remarks or disclaimers made by M/ s. Parthasarathy, Sankaran & Associates, Statutory Auditor, in their audit report.

SECRETARIAL AUDITOR:

Pursuant to the requirements of Section 204 (1) of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mrs. Lakshmmi Subramanian of M/s. Lakshmmi Subramanian & Associates, Practising Company Secretaries (Membership No.3534 CP:1087) was appointed to conduct secretarial audit for the financial year 2022-2023.

The Secretarial Audit Report as received from the Secretarial Auditor is annexed to this report as Annexure - I. The Secretarial Audit report contain certain observation remarks.

Boards Reply:

The Board of Directors taking necessary actions to rectify the observation remarks in the Secretarial Audit Report

INTERNAL AUDITORS:

M/s. A. K. Lunawath & Associates, Chartered Accountants, are the internal auditors. The Audit Committee determines the scope of Internal Audit in line with regulatory and business requirements.

COST AUDITOR:

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) Amendment rules, 2014 the Company does not fall under the purview of Cost Audit.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board consists two independent directors, one Non-Executive Director and two Whole Time Directors and one Managing Director and Company Secretary and Chief Financial Officer.

Shri. Vivek Ramsisaria	Managing Director
Shri. Varun Ramsisaria	Whole Time Director
Smt. Mamta Ramsisaria	Whole Time Director
Shri. Sunil Saraf	Non-Executive Director
Shri. Sagar Ramsisaria	Independent Director
Shri. Rishav Sethia	Independent Director

Directors appointment / Re-appointment:

• Appoint a director in place of Mr. Varun Ramsisaria (having DIN 01107837) who retires from office by rotation and being eligible offers himself for reappointment.

• Reappointment of Mr. Sunil Saraf (holding DIN: 00388423) as non-executive Director of the company for a period of five consecutive year.

COMPANY SECRETARY & CHIEF FINANCIAL OFFICER:

Smt. Sweety Goyal	Company Secretary
(Appointed w.e.f. 01.04.2023)
Shri. Shyam Kishore	Chief Financial Officer
(Appointed w.e.f. 13.04.2023)
Shri Raghavan Gopalaswami	Company Secretary
(Demised on 24th August 2022)
Shri Manish Kumar Agarwal	Chief Financial Officer
(Resigned w.e.f. 01.04.2023)

composition of committees of the board

During the year all the recommendations of the Audit Committee were accepted by the Board. Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of Audit Committee is given as under:

AUDIT COMMITTEE:

• Shri. Rishav Sethia	Independent Director-Chairperson
• Shri. Sagar Ramsisaria	Independent Director-Member
• Shri. Varun Ramsisaria	Whole Time Director-Member

STAKEHOLDERS RELATIONSHIP COMMITTEE:

• Shri. Rishav Sethia	Independent Director-Chairperson
• Shri. Varun Ramsisaria	Whole Time Director-Member
• Shri. Sunil Saraf	Non-Executive Director

NOMINATION REMUNERATION COMMITTEE:

• Shri. Rishav Sethia	Independent Director-Chairperson
• Shri. Sagar Ramsisaria	Independent Director-Member
• Shri. Sunil Saraf	Non-Executive Director

23. NUMBER OF MEETINGS OF THE BOARD AND BOARDS COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies / policies and review the financial performance of the Company.

The Board Meetings are pre-scheduled, and a tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate the Directors to plan their schedules.

Meeting	No. of Meetings during the Financial Year 2022-23	Date of the Meeting
Board Meeting	6	30.05.2022, 12.08.2022, 12.11.2022, 09.02.2023, 10.03.2023 & 24.03.2023
Audit Committee	4	30.05.2022, 12.08.2022, 12.11.2022 & 09.02.2023
Nomination & Remuneration Committee	1	24.03.2023

The interval between two Board Meetings was well within the maximum period mentioned under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations Requirements) Regulations, 2015.

24.BOARD EVALUATION:

Pursuant to the provision of the Companies Act, 2013, a structured questionnaire was prepared after taking into consideration of the various aspects of the Boards functioning, the composition of the Board and its committees, culture, execution and performance of specific duties, obligations, and governance.

The board and the committee were evaluated on various criteria as stated below:

1. Composition of the Board and Committee.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the board and committee.

4. Effective Conduct of Board and Committee Meetings.

6. Monitoring by the Board management effectiveness in implementing strategies, managing risks and achieving the goals.

The Board also carried out the evaluation of directors and chairman based on following criteria:

1. Attendance of meetings.

2. Understanding and knowledge of the entity.

3. Maintaining Confidentiality of board discussion.

4. Contribution to the board by active participation.

5. Maintaining independent judgment in the decisions of the Board

25. SECRETARIAL STANDARDS:

The Company has complied with the secretarial standards issued by the Institute of Company Secretaries of India, to the extent as applicable.

26. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent Directors held a Meeting on 10^th February 2023, without the attendance of Non-Independent Directors and members of Management.

27. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarization program is available on the website of the Company at www.virgopolymers.com

28. INDEPENDENT DIRECTORS DECLARATION:

All Independent Directors have given declarations that they meet the Criteria of independence laid down under Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 in respect of financial year ended 31st March, 2023, which has been relied on by the Company and placed at the Board Meeting

29. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil Mechanism policy for directors and employees to report concerns about unethical behaviors, actual or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against the victimization of employees who avail themselves of the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee. It is affirmed that during the Financial Year 2022-23, no employee has been denied access to the Audit Committee. The vigil mechanism policy is also available on the Companys website www.virgopolymers.com

30. INTERNAL CONTROL AND THEIR ADEQUACY:

The Company has formulated a Framework on Internal Financial Controls In accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations and they are operating effectively.

The systems are periodically reviewed by the Audit Committee of the Board for identification of deficiencies and necessary time-bound actions are taken to improve efficiency at all the levels. The Committee also reviews the observations forming part of internal auditors report, key issues and areas of improvement, significant processes and accounting policies.

31. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.

The Code lays down the standard of Conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with the Code.

32.CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to section 135 of the Companies Act, 2013, every company having net worth of Rs. 500 crore or more, or turnover of Rs.1000 crore or more or a net profit of Rs. 5 crore or more during the financial year shall constitute a CSR Committee. Our Company has not triggered any of the above limits; hence, no committee in this has been constituted.

33. EXTRACT OF ANNUAL RETURN:

The Submission of Extract of Annual Return in MGT-9 is dispensed with in terms of Companies (Management and Administration) Amendment rules, 2021 dated 5 ^th March, 2021. Hence, the question of attaching MGT-9 with this report does not arise. However, the Annual return can be viewed in the website of the company www.virgopolymers.com

34. DISCLOSURE REQUIREMENTS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of the view that such systems are adequate and operating effectively.

35. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under the Companies Act, 2013 are covered under the Boards policy formulated by the Company and is available on the Company website www.virgopolymers.com.

36. DIRECTORS RESPONSIBILITIES STATEMENT:

Pursuant to the requirement of Section 134 (5) of the Act, the Directors hereby confirm:

That in the Preparation of Final Accounts, the applicable Accounting Standards has been followed along with proper explanation relating to material departures;

That they had selected such Accounting Policies and applied them consistently and made judgements 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 or loss of the Company for that period.

That they had taken proper and sufficient care for the maintenance of adequacy 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;

That they had prepared the Annual Accounts on a Going Concern basis.

That they laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

37. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of Conservation of Energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are as follows:

Conservation of Energy:

(i) In view of the pandemic and employees working from home the registered office has been shifted to a very small place wherein there is absolutely no power consumption when compared to the earlier years

(ii) Improvements in operating efficiency and reduction in the employee strength.

Technology absorption:

(i) The efforts made towards technology absorption: NIL

(ii) Benefits derived Production improvement: NIL

Cost Reduction: NIL

Production development or Import substitution; NIL

(iii) Import Technology; NIL

(iv) Expenditure incurred on Research and Development; NIL

Foreign exchange earnings and outgo:

Details	2022-2023	2021-2022
	Rs.	Rs.
Export Sales	74,75,45,361	88,33,20,152
Exchange fluctuation on export	1,69,93,689	2,54,43,448
Expenditure in Foreign Exchange	Nil	Nil
Travel Expenditure - Directors	Nil	Nil
CIF value of imports - Raw Materials	31,12,92,307	21,04,90,780

38. CORPORATE GOVERNANCE REPORT

Since your Companys paid-up Equity Capital, and Net worth is less than Rs. 10 Crores and Rs. 25 Crores respectively, the provisions of SEBI (LODR), 2015 relating to Corporate Governance, is not applicable to the Company.

39. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR:

There were no applications made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

40. MAJOR THINGS HAPPENED DURING THE YEAR WHICH MADE THE IMPACT ON THE OVERALL WORKINGS OF THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE COMPANY IN THAT RESPECT, SUCH AS COVID-19 PANDEMIC:

Nil

41. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

42. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR AND PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR AND KMP:

						(Rs. In lakhs)
S.No.	Name	Designation	Remuneration for FY 2022-23	Remuneration for FY 2021-22	Increase in Remuneration	Ratio/times per median of employee remuneration
1.	Vivek Ramsisaria	Managing Director	30	16	14	5.07:1
2.	Mamta Ramsisaria	Whole Time Director	30	12	18	6.52:1
3.	Varun Ramsisaria	Whole Time Director	30	16	14	5.07:1
6.	Manish Kumar Agarwal	CFO	6	6	NIL	NIL

43. LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2022-23 to the Bombay Stock Exchange.

44. CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the company will be closed with effect from Wednesday, 06^th of September 2023 to Tuesday, 12^th of September 2023 (both days inclusive)

45. ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation of the Contributions made by employees at all levels, towards the continued growth and prosperity of your Company.

Directors also take this opportunity to convey theirs thanks to all the valued shareholders of the Company and to the Bakers for their valuable services.

46. CAUTIONARY STATEMENT:

The statements contained in the Boards Report and Management Discussion and Analysis Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however, lead to variation in actual results.

Place: Chennai
Date: 11.08.2023
	By and on behalf of Board of Directors
	For Virgo Polymers (India) Limited
	Sd/-	Sd/-
	Mr. Varun Ramsisaria	Mr. Vivek Ramsisaria
	Whole Time Director	Managing Director
	DIN: 01107837	DIN: 09142187