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Vinyl Chemicals (India) Directors Report, Vinyl Chemicals Reports by Directors
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Vinyl Chemicals (India)

BSE: 524129|NSE: VINYLINDIA|ISIN: INE250B01029|SECTOR: Chemicals
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Directors Report Year End : Mar '18    Mar 16

The Directors present the Thirty Second Annual Report and the Audited Financial Statements for the year ended 31st March, 2018.

Financial Results:

(Rs. in Lacs)

Particulars

Current Year

Previous Year

Profit before Interest, Depreciation and Tax

1820

1346

Less: Interest & Other Finance Costs

8

3

Depreciation

*

*

Profit before Taxation

1812

1343

Less: Provision for Current Taxation

616

534

(Add)/Less: Provision for Deferred Tax

29

(63)

Profit for the year

1167

872

(Add)/Less: Other Comprehensive Income

(*8)

3

Total Comprehensive Income

1167

869

Add: Profit Brought Forward from Previous Year

3418

2920

Opening balance of Retained Earnings

4585

3789

Appropriations:

Dividend on Equity Shares

#330

@275

Tax on Dividend

#67

@56

Transfer to General Reserve

50

40

Total

447

371

Closing balance of Retained Earnings

4138

3418

* less than Rs. 1 lac

# relates to Dividend for F.Y. 2016-2017

@ relates to Dividend for F.Y. 2015-2016

Dividend:

Out of Current Year’s profit, the Directors recommend payment of dividend of Rs.2.40 per equity share of Rs.1 each (previous year Rs.1.80 per equity share) amounting to Rs.4,40,09,066 (previous year Rs.3,30,06,800) on 1,83,37,111 equity shares of Rs.1 each.

Performance:

a. The company’s current business is in Chemicals - which is trading mainly in Vinyl Acetate Monomer.

b. During the year, the sales turnover from Trading activity was Rs.36,231 lacs.

c. During the year, the Company earned Net Profit of Rs.1,167 lacs as against Rs.872 lacs in the previous year.

Outlook:

The Company expects to perform reasonably well subject to prevailing market conditions and fluctuations in exchange rate.

Directors:

In accordance with the Articles of Association of the Company, Shri N.K. Parekh, a Director of the Company, retires by rotation and being eligible, offer himself for re-appointment.

It is proposed to pass Special Resolutions for re-appointment of Shri N.K. Parekh and Shri R.M. Gandhi, Directors, as required under Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations).

The Company has received declarations from Shri R.M. Gandhi, Smt. Y.J. Mogrelia and Shri A.D. Mavinkurve, Independent Directors that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations.

Extract of Annual Return:

Extract of Annual Return for the Financial Year ended on 31st March, 2018, as required by Section 92(3) of the Companies Act, 2013 is annexed as Annexure 1.

No. of Board Meetings:

During the year, the Board of Directors met 4 times. The details of Board Meetings are given in the Corporate Governance Report section of this Annual Report.

Particulars of Loans, Guarantees or Investments:

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 are given in the Notes forming part of the Financial Statements for the year ended 31st March, 2018.

Related Party Transactions:

All related party transactions that were entered into during the financial year were on an arm’s length basis and in the ordinary course of business and were placed before the Audit Committee for approval.

Particulars of arrangements with related parties as referred to in Section 188(1) of the Companies Act, 2013 for the Financial Year 2017-2018 are given in prescribed Form AOC - 2 which is annexed as Annexure 2.

The policy on Related Party Transactions as recommended by Audit Committee and as approved by the Board is uploaded on the Company’s websitewww.vinylchemicals.com.

Risk Management:

The Company has a structured Risk Management Plan. The Risk Management process is designed to safeguard the organization from various risks through adequate and timely actions.

Corporate Social Responsibility:

In terms of the provisions of Section 135 of the Companies Act, 2013 and the Rules framed thereunder, the company has formulated a policy on Corporate Social Responsibility (CSR) and has also constituted a CSR Committee to recommend and monitor expenditure on CSR. The CSR Committee comprises of Shri M.B. Parekh, Shri N.K. Parekh and Shri R.M. Gandhi, Directors, as the members. Shri N.K. Parekh is the Chairman of the Committee. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 in the prescribed format is annexed as Annexure 3.

Remuneration Policy:

The Remuneration Policy of the Company is available on the Company''s website www.vinylchemicals.com and is annexed as Annexure 4. There has been no change in the policy since the last financial year. The remuneration paid to the Directors are as per the terms laid out in the Remuneration Policy of the Company.

Audit Committee:

The Audit Committee was reconstituted on 3rd May, 2018 by appointing Shri A.D. Mavinkurve as a Member of the Committee. The present members of the Committee comprises of Shri R.M. Gandhi (Chairman), Smt. Y.J. Mogrelia, Shri M.B. Parekh and Shri A.D. Mavinkurve. All the recommendations made by the Audit Committee were accepted by the Board.

Statutory Auditors:

There are no qualifications, reservations, adverse remarks or disclaimers made in the Auditors’ Report on the Financial Statements of the Company for the Financial Year ended 31st March, 2018.

During the year under review, the Auditors have not reported any matter u/s 143(12) of the Companies Act, 2013.

At the 28th Annual General Meeting of the Company, the Members have appointed M/s. Khanna & Panchmia, Chartered Accountants, Mumbai as the Statutory Auditors of the Company for a period of five years upto the conclusion of the 33rd Annual General Meeting, subject to ratification by shareholders at every Annual General Meeting.

In view of the amendments to the provisions of Section 139 of the Companies Act, 2013, now the appointment of Auditors is not required to be ratified by the members at every Annual General Meeting.

Subsidiaries and Joint Ventures:

The Company has no Subsidiaries and Joint Venture Companies.

Vigil Mechanism/Whistle Blower Policy:

The Company has established a Vigil Mechanism and Whistle Blower Policy for Directors & employees. The details of the policy are posted on the Company’s website www.vinylchemicals.com.

Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act, 2013, the Secretarial Audit Report for the year ended 31st March, 2018 given by M/s. M.M. Sheth & Co., Practicing Company Secretaries, is annexed as Annexure 5. The report is unqualified.

Deposits:

The Company has not accepted any public deposit.

Internal Financial Controls:

Adequate internal financial control system and checks are in place commensurate with the size of the Company and nature of its business.

Directors’ Responsibility Statement:

As required under the provisions of Section 134 of the Companies Act, 2013, your Directors state that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material departures, if any;

- 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 affairs of the Company as at 31st March, 2018 and of the profits of the Company for the year ended on that date;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the Directors have prepared the annual accounts on a going concern basis;

- The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

- The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Corporate Governance:

Reports on Corporate Governance and Management Discussion and Analysis in accordance with Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 alongwith a certificate from the Auditors of the Company are given separately in this Annual Report.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review as stipulated under the SEBI Listing Regulations is given in a separate section of this Annual Report.

Disclosure under Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014:

The information pursuant to Section 197 of the Companies Act, 2013 read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors, Key Managerial Personnel and employees of the Company are annexed as Annexure 6.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, to the extent applicable to the Company, is given in the prescribed format which is annexed as Annexure 7.

Annual Evaluation by the Board:

The Board of Directors of the Company have carried out evaluation of its own performance, its committees and individual Directors. The result of the evaluation is satisfactory, adequate and meets with the requirements of the Company.

Familiarisation Programme:

The Company has put in place a familiarisation programme for all its Directors including Independent Directors and the policy is available on the website of the Company www.vinylchemicals.com.

Composition of Audit Committee:

Details of composition of Audit Committee, its terms of reference and meetings held during the year are given in the Corporate Governance Report section of this Annual Report.

General:

a) The Company has not issued Sweat Equity shares and Equity shares with Differential Rights during the Financial Year 2017-2018.

b) The Company does not have Employees Stock Option Scheme.

c) No Significant and Material Orders were passed by the Regulators against the Company during the Financial Year 2017-2018.

d) No complaints under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 were received by the Company during the Financial Year 2017-2018.

e) There have been no material changes and commitments affecting the financial position of the Company after the end of the financial year till the date of this Report.

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

g) The details of the constitution of Nomination & Remuneration Committee and Stakeholders Relationship Committee are given in the Corporate Governance Report section of this Annual Report.

Appreciation:

The Directors wish to place on record their appreciation of the contribution made by the employees at all levels to the working of the Company. The Directors also wish to place on record their appreciation for the shareholders, dealers, customers and banks for their continued support.

FOR AND ON BEHALF OF THE BOARD

Mumbai M.B. PAREKH

Date: 23rd May, 2018 CHAIRMAN & MANAGING DIRECTOR

Source : Dion Global Solutions Limited
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