| To,
The Members,
The Directors have pleasure of presenting their 22nd ANNUAL REPORT on
the business and operations of the company and the accounts for the
financial Year ended on 31st March 2015
1. Financial summary or highlights/Performance of the Company:
The Board's 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 2015 is
summarized as under:
(In Rs.)
Particulars 31/03/2015 31/03/2014
Profit/Loss before Depreciation,
Interest Taxes 27689122 21294717
Less: Financial cost 5096224 4789515
Depreciation 2918965 3056239
Profit before Tax 19673933 13448963
Provisions for Taxation 6825000 4770000
Add: Deferred Tax Liability (Net) 1287524 410079
Add: Tax Adjustments of 7360 22222
Profit for the Year 14129097 9066820
Add. Balance brought from previous Year 45478679 36411859
Balance Carried to Balance Sheet 56802533 45478679
2. Dividend:
In view of the Company's 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 2014-2015.
3. Brief description of the Company's working during the year/State of
Company's affair: Members would be pleased to note that the company has
achieved significant growth for the year under review. During the year
company has achieved the sales of Rs. 3219.51 Lacs and Net Profit After
Tax Rs. 141.29 Lacs compare to pervious year sales of Rs. 3317.52 Lacs
and net profit After Tax of Rs. 90.67 Lacs. Company has increased Net
Profit After Tax of Rs. 50.62 Lacs compared to Previous year. Your
company hopes to increase its presence in the business in whole market
in the coming years, which will significantly increase the top line and
also its profitability.
4. Change in the nature of business, if any : No CHANGE
5. Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report:
There is no any material Changes occurred subsequent to the close of
the financial year of the Company to which the balance sheet relates.
6. Details of significant and material orders passed by the regulators
of courts of tribunals impacting the going concern status and company's
operations in future:
There is no any prosecution on company and on its Directors during the
financial year.
7. 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, and 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.
8. Deposits:
The details relating to deposits, covered under Chapter V Of the Act,-
(a) accepted during the year;: NIL
(b) remained unpaid or unclaimed as at the end of the year; NIL
(c) whether there has been any default in repayment of deposit or
payment of interest of interest theron during the year and if so,
number of such cases and the total amount involved -
(i) at the beginning of the year;- NIL
(ii) maximum during the year;-NIL
(iii) at the end of the year;-NIL
The details of deposits which are not in compliance with the
requirements of Chapter V of the Act;
9. Statutory Auditors:
M/s. Gadhia Karachiwala & Co, Chartered Accounts having firm Reg No.
102887W, who are the Statutory Auditors of the Company, will hold
office until the conclusion of the ensuing Annual General Meeting and
are eligible for re-appointment. M/s. Gadhia Karachiwala & co have
indicated their willingness to act as such and have confirmed that
their re-appointment, if made, would be within the limits of Section
141 (3) (g) of the Companies Act, 2013.
10. Auditor's Report:
The explanations or comments by the Board on every qualification,
reservation or adverse remark of disclaimer made by the auditor in his
report shall be given.
11. Share Capital:
Share capital of the company mention in following manner.
Authorised share capital (Amount in Rs.)
Types of Shares Number of Nominal Total
Shares Value Amount
Equity Shares 50,00,000 10 Each 5,00,00,000
Preference shares Nil Nil Nil
Other Securities Nil Nil Nil
Subscribed Capital (Amount in Rs.)
Types of Shares Number of Nominal Total
Shares Value Amount
Equity Shares 43,19,000 10 Each 4,31,90,000
Preference shares Nil Nil Nil
Other Securities Nil Nil Nil
Issued Capital (Amount in Rs.)
Types of Shares Number of Nominal Total
Shares Value Amount
Equity Shares 43,19,000 10 Each 4,31,90,000
Preference shares Nil Nil Nil
Other Securities Nil Nil Nil
Paid up Capital (Amount in Rs.)
Types of Shares Number of Nominal Total
Shares Value Amount
Equity Shares 43,19,000 10 Each 4,31,90,000
Preference shares Nil Nil Nil
Other Securities Nil Nil Nil
12. Extract of the annual return:
The extract of the annual return in form No. MGT - 9 shall form part of
the Board's report: ANNEXURE A
13. Conservation of energy, technology absorption and foreign exchange
earnings and outgo :ANNEXUREB
14. Directors:
A) Changes in Directors and Key Managerial Personnel
In accordance with the provisions of the Companies Act, 2013, Mr.
Mansukhalal Patel and Mr. Vinod Tilva retire from the Board by
rotation, and being eligible, offer him for re-appointment.
As per requirement of SEBI circular provision of appointment of a woman
director on the Board, mandatory in this respect Mrs. Nila Udaybhai
Tilva appointed as a director in the Annual General meeting as per
applicable provision of the Act. Mr. Bhupatlal Laljibhai Tilva gave
voluntary resignation from company as on 7th March 2015 within the
purview of Companies Act, 2013 rules and regulation.
B) Formal Annual Evaluation:
The Committee shall evaluate the performance of each Board of Directors
of the Company with reference of the authority under the Nomination and
Remuneration policy of the Company framed in accordance with the
provisions of section 178 of the Companies Act, 2013 and based on their
functions as mentioned in the Code of Conduct of the Directors and the
criteria for the evaluation of the performance s prescribed in the
clause 6 of this policy. Evaluation of Independent Director shall be
carried on by the entire Board in the same way as it is done for the
Executive Directors of the Company except the Director getting
evaluated based on the performance evaluation of each and every
Director and the Chairman of the Company, the Committee shall provide
the ratings based on each criteria and subcriteria. The detail process
of evaluation and ratings thereon are mentioned in the policy.
Based on the ratings given by the Nomination & Remuneration Committee
to each Director, the overall effectiveness of the Board shall be
measured and , accordingly the Board shall decide the Appointments, Re-
appointments and Removal of the non-performing Directors of the
Company.
Evaluation of the Executive Directors of the Company shall be carried
out by entire Board except the Director being evaluated. The meeting
for the purpose of evaluation of performance of Board Members shall be
held at last once in a year and the Company shall disclose the criteria
laid down by the Nomination and Remuneration Committee for performance
evaluation of the Company.
15. Number of meetings of the Board of Directors: The Board of
Directors met 28 times during the year.
16. Audit Committee: Audit Committee:
The composition of the Audit Committee and details of the meeting as
attended by the Members of the Committee are a given below:
Name Designation No.of Committee
meetings attended
Mr. Mansukhlal P. Patel Executive 12
(Chairman)
Mr. Kelvin Makadia Non Executive 9
(Independent)
Mr. Dineshchandra Nadapra Non Executive 11
(Independent)
Mr. Chimanlal Chapla Non Executive 12
(Independent)
The minutes of the Audit committee is noted and considered by the Board
of directors at the subsequent Board of directors at the subsequent
Board meetings. The Audit Committee met 12 times during the year under
review
17. Details of establishment of vigil mechanism for directors and
employees:
The details of establishment of vigil mechanism for directors and
employees to report genuine concerns to be disclosed.
18. Nomination and Remuneration Committee:
Name Designation No.of
Committee
meetings
attended
Mr. Mansukhlal P. Patel Executive 8
(Chairman)
Mr. Kelvin Makadia Non Executive 7
(Independent)
Mr. Dineshchandra Nadapra Non Executive 8
(Independent)
Mr. Chimanlal Chapla Non Executive 5
(Independent)
The Nomination and Remuneration Committee has formulated a policy
relating to the appointment, remuneration and removal of Executive
Directors, Key Managerial Personnel and Other Senior Management
Personnel of the Company, in accordance with the provisions of Section
178 of the Act.
The Committee met 8 times during the year.
19. Particulars of loans, guarantees of loans, of investments under
section 186:
a) The full particulars of the loans given, investment made or
guarantee given or security provided - NIL
b) The purpose for which the loan or guarantee or security is proposed
to be utilized by the recipient of loan or guarantee or security - NIL
20. Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangement 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.-ANNEXUREC
21. Managerial Remuneration:
Remuneration paid to Director Mr. Mansukhlal P. Patel amount of Rs.
194994.00 during the year 2014-15.
22. Secretarial Audit Report:
The provisions of section 204 read with section 134(4) of the companies
Act, 2013, mandates Secretarial audit of the company to be done from
the financial year commencing on or after 1st April, 2014 by a Company
Secretary in Practice, The Secretarial Auditor's Report is required to
be annexed to the Board's Report for the Financial Year 2014-15 onward.
The Board has therefore considered and 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 2015-16.
(Secretarial Audit Report Attached)
23. Corporate Governance Certificate:
The compliance certificate governance as stipulated in Clause 49 of the
Listing Agreement shall be annexed with the report.
24. Risk management policy:
Risks are events, situations or circumstances which may lead to
negative consequences on the Company's businesses. Risk management is a
structured approach to manage uncertainty. A formal enterprise wide
approach to Risk management is being adopted by the Company and key
risks will now be managed within a unitary framework. As a formanal
rollout, 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
Company's business systems and processes, such that our responses to
risks remain current and dynamic.
25. Directors' Responsibility Statement:
The Directors' Responsibility Statement referred to in clause (c) of
subsection (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 departure
(b) That the directors have 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 the affairs of the company at the end of the financial year and of
the profit 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) That the directors had prepared the annual accounts on a going
concerns basis; and
(e) The directors had prepared 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.
26. Acknowledgments:
Your Directors take this opportunity to thank all investors, banks,
regulatory and the governmental authorities for their continued
co-operation during the year. Your Directors sincerely acknowledges the
significant contribution made by all the employees for their dedicated
services to the Company.
For, and on behalf of the Board of Directors
VINYOFLEX LIMITED
sd/-
Date: 30.05.2015 Mansukhlal P. Patel
Plce: Rajkot Chairman & Managing Director
DIN : 01353327
sd/-
Nila U. Tilva
Director
DIN : 07123527 |