To,
The Members of Marvel Vinyls Limited
Your directors are pleased to present the Company's 37th
Annual Report on the business & operations of the Company and Audited Statement of
Accounts for the year ended 31st March 2022 along with the Auditor's Report
thereon.
FINANCIAL PERFORMANCE
The Company's financial performance, for the year ended March 31, 2022
is summarized below:
Particulars |
Year ended 31.03.2022 |
Year ended 31.03.2021 |
Revenue from Operations |
29050.30 |
24004.59 |
Profit before Depreciation & Finance Cost |
1741.40 |
1735.06 |
Finance Cost |
419.21 |
498.17 |
Depreciation |
444.30 |
372.09 |
Profit before Tax |
877.89 |
864.80 |
Provision for Current Tax |
257.24 |
235.00 |
Provision for Deferred Tax |
(34.45) |
43.89 |
Income tax Adjustment for Earlier Year |
- |
8.98 |
Net Profit/(Loss) after Tax |
655.10 |
576.93 |
Other Comprehensive income |
17.73 |
2.30 |
Total Comprehensive Income transferred to other Equity |
672.83 |
579.23 |
Appropriations |
|
|
Dividend paid to Equity Shareholders (Incl. of DDT) |
(85.09) |
- |
Retained Earnings for the Year |
587.74 |
579.23 |
COMPANY STATE OF AFFAIRS AND OUTLOOK
During the year production was 25384 Mt. as compared to 24372.42 Mt in
previous year. The Gross business receipt of your Company during the year was Rs. 29749.11
Lakh as compared to Rs. 24789.37 Lakh during the previous year representing a increase of
20.00%.
Your Company is one of the largest manufacturers of synthetic leather
in India having an installed capacity 20 million linear meters per annum with five coating
lines operations at different locations. To overcome the current market situation and to
keep the growth momentum moving, your Company intend to mark its presence in new areas,
new segment to explore new customers and new markets.
The export of the Company increased from Rs 486.89 Lakh in preceding
year to 562.11 Lakhs in current financial year 2021-22. Auto Companies are exploring India
as a hub for setting up manufacturing facility to meet the demand for export. With more
and more models approving
your company's products in Domestic Automobile Industry, your Company
expects to achieve good growth in future.
With the capacity of adding new product range to cater the customers
ever changing demands we do not foresee any problem on demand side of our industry.
However, exchange fluctuations with the trend of depreciating Rupees against the US Dollar
and increasing trend of prices for petroleum products may impact us on account of time lag
in passing the increase in prices to our customers. Company is fully geared to tackle the
same in usual course of business.
Your Company has put in concerted efforts on costs optimization and
reduction of General and Administrative expenses to improve the cost base.
The current economic scenario and looking at the improvement in the
industrial growth across the globe, your Company is sure of giving the exemplary
performance. Today, the companies are operating in environment where the survival of the
fittest is the law of land. The major contributing factor towards the success of your
Company is the customer centric approach, ability to analyze and satisfy the demand of the
customers, development of new products, introduction of new ideas, reduction into cost
reduction and value addition to protect the margin as well as helping the customers to
increase their margin. Your Company is now on fast track adopting to change in the
economic scenario and technological innovations keeping in mind the object of enjoying the
status of leading player in this industry.
LISTING AT STOCK EXCHANGE
The equity shares of the Company were listed at Bombay Stock Exchange
Limited, Delhi Stock Exchange Limited, Jaipur Stock Exchange, Madras Stock Exchange,
Ahmadabad Stock Exchange and Calcutta Stock Exchange. However, as per the information
available with us, except Bombay Stock Exchange, all the above-mentioned Stock exchanges
have stopped functioning and have already been derecognized vide varied SEBI orders. As on
date, the Company remains listed at only BSE. The Company scrip's trading is suspended
from stock exchange since September 10, 2001; therefore, company's scrips cannot/have not
traded since then.
The promoters of the Company felt it prudent to offer exit to its
public shareholders who have been stuck with the illiquid scrips for a considerable period
of time. Accordingly, delisting of the Company from the Stock Exchange was felt
appropriate. Since the Company was not in a position to comply with certain provisions of
the SEBI Delisting Regulations, the Company, vide its letter dated March 8, 2021,
approached SEBI seeking exemption / relaxations from such provisions.
Based on the Company's above application, SEBI, vide its letter dated
September 30, 2021, granted the following exemptions / relaxations :
Serial Regulation under SEBI Delisting |
Relaxation / exemption granted |
Regulations |
|
1 10(4)(a) |
Exemption from this provision requiring companies to be in
compliance with the applicable provisions of securities laws. |
2 35(1)(a) |
Exemption from this provision requiring networth of the
company not exceeding Rs. 25 crore for it to be treated as a small company. With this
exemption, the Company is eligible to avail the special provisions for small companies as
provided under Chapter VI of the SEBI Delisting Regulations and seeking voluntary
delisting accordingly. |
3 35(1)(c) |
Exemption from this provision requiring the Company not being
suspended by any of the Stock Exchange. |
4 35(2)(d) |
Exemption from this provision requiring obtaining written
consent from the public shareholders for the delisting under Chapter VI (Special
Provisions for Small Companies). |
Apart from the above relaxation / exemption granted, SEBI has also
stipulated the following major conditions for compliance by the Acquirer / Company, which
are beyond and in addition to the requirements of the SEBI Delisting Regulations:
(a) Company to initiate the voluntary delisting of the Equity Shares
within 1 month of the SEBI Letter and to complete the process of delisting within one year
from the SEBI Letter.
Towards the initiation of the delisting, the Acquirers issued the IPA
on October 26, 2021 conveying their intention for seeking voluntary delisting of the
Equity Shares of the Company from the Stock Exchange and the Company on their part issued
notice of Board meeting on the same day and considered the Delisting proposal in its
meeting held on October 29, 2021.
(b) Company to obtain valuation of its equity shares from two
independent peer reviewed Chartered Accountants and the floor price for the delisting not
be lower than the higher of the two valuation so obtained.
(c) Company to write to all the public shareholders intimating them of
the delisting offer and the floor price so determined and seek from them, the indicative
price at which they are willing to offer their shares in the delisting
(d) Company to determine the final offer price in consultation with the
merchant banker after having due regard to the floor price and the prices indicated by the
shareholders and intimate the final offer price to the public shareholders.
(e) Company to comply with the requirement of Escrow Account as
specified in Regulation 11 of the SEBI Delisting Regulations.
(f) Company to publish newspaper advertisement in each state where its
public shareholders are residing as per the address contained in its records announcing
the delisting proposal
(g) The communications to be sent to the public shareholders / the
advertisement and this Explanatory Statement to the Special Resolution to indicate the
valuation obtained as stipulated in (b) above
(h) Pursuant to delisting of the Company's Equity Shares, the promoters
to continue to accept shares tendered by any remaining public shareholder upto a period of
2 years from the date of delisting at the same price at which the earlier acceptance of
shares was made.
The Company has obtained its shareholders' approval (Special
Resolution) for voluntarily delisting the Company's shares from the Stock Exchange i.e.,
BSE Limited. The said Resolution was passed through Postal Ballot results of which was
declared on March 14, 2022.
Company filed the application for In-principal approval for the
delisting of Equity Shares of the Company under Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2021 on March 30, 2022 with BSE Limited and the
In-principle approval accorded by the BSE Limited vide letter No.
LO\Delisting\VK\IP\68\2022-23 dated May 27, 2022.
The Company filed final approval for the proposed delisting of Equity
Shares of the company under Securities and Exchange Board of India (Delisting of Equity
Shares) Regulation, 2021 on June 27, 2022.
DIVIDEND
The Board has decided not to recommend/declared final dividend for the
Financial Year 20212022
CAPITALSTRUCTURE
The paid-up Equity Share Capital as on March 31, 2022 was Rs. 497.16
Lakhs. The Authorized Share Capital of the Company is Rs. 11,00,00,000/- Crores (Rupees
Eleven Crores only) comprising of:
a) Rs. 5,50,00,000 (Rupees five Crores fifty Lakhs only) divided into
55,00,000 (fifty five Lakhs only) Equity Shares of Rs. 10/- each (Rupees Ten only);
b) Rs. 2,00,00,000 (Rupees Two Crores only) divided into 2,00,000 (Two
Lakhs only) 18% Redeemable Preference Shares of Rs. 100/- each (Rupees One Hundred only);
and
c) Rs. 3,50,00,000 (Rupees Three Crores fifty Lakhs only) divided into
3,50,000 (Three Lakhs fifty Thousand only) 12% Redeemable Preference Shares of Rs. 100/-
each (Rupees One Hundred only)"
CHANGE IN CAPITAL STRUCTURE
There was not change in the capital structure of the Company during the
Financial year 202122.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review,
as stipulated under SEBI (Listing Obligations and Disclosure requirements) regulations
2015, is presented in a separate section forming part of the Board's Report, is enclosed
at "Annexure-A".
In pursuance to section 134(3)(L) of the Act, No Material Changes and
Commitment have occurred after the closure of financial year to which the financial
statements related till the date of this report, affecting the financial position of the
Company.
SUBSIDIARY COMPANIES
Company does not have any subsidiary.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out by Securities and
Exchange Board of India (SEBI) and Stock Exchange(s). The Company has also implemented
several best corporate governance practices as prevalent globally.
Pursuant to Schedule V of the SEBI Listing Regulations, A separate
section on Corporate Governance is included in the Annual Report and the Certificate from
Company's auditors confirming the compliance with the code of Corporate Governance, is
annexed hereto.
The Board of Directors of the Company has evolved and adopted a Code of
Conduct and posted the same on the Company's website www.marvelvinyls.com. The Directors
and Senior Management personnel have affirmed their compliance with the code for the year
ended 31st March, 2022.
HUMAN RESOURCES
Many initiatives have been taken to support business through
organizational efficiency, process change support and various employee engagement
programmes which has helped the Organization achieve higher productivity levels. A
significant effort has also been undertaken to develop leadership as well as technical/
functional capabilities in order to meet future talent requirement.
The Company's HR processes such as hiring and on-boarding, fair
transparent online performance evaluation and talent management process, state-of-the-art
workmen development process, and market aligned policies have been seen as benchmark
practices in the Industry.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were tested and no
reportable material weaknesses in the design or operation were observed.
A strong internal control culture is pervasive in the company. The
company has documented a robust and comprehensive internal control system for all the
major processes to ensure reliability of financial reporting, timely feedback on
achievement of operational and strategic goals, compliance with policies, procedures, laws
and regulations, safeguarding of assets and economical and efficient use of resources.
The Internal Audit Department continuously monitors and evaluates the
efficacy and adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations of the Company with
the objective of providing to the Audit Committee and the Board of Directors, an
independent, objective and reasonable assurance on the adequacy and effectiveness of the
organization's risk management, control and governance process.
The scope and authority of the Internal Audit activity are well defined
and develops a risk based annual audit plan with inputs from business risk management,
prominent stack holders and previous audit reports. The Internal Audit Report is reviewed
and approved by the Audit Committee. During the year, the Audit Committee met regularly to
review reports submitted by the Internal Auditor. All significant audit observations and
follow-up actions thereon were reported to the Audit Committee. The Audit Committee also
met the company's Statutory Auditors to ascertain their views on the financial statements,
including the financial reporting system, compliance to accounting policies and
procedures, the adequacy and effectiveness of the internal controls and systems followed
by the company.
CONTRACTS AND ARRANGEMENTS WITHRELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions entered by the Company during
the financial year with related parties were in the ordinary course of business and on an
arm's length basis. The Company has taken approval for the FY 2021-2022 to enter into
contract(s)/arrangement (s)/ transaction(s) with the Marvel Industries & Services Pvt.
Ltd upto the aggregate value upto maximum 60 Crore and with Aaryan Mirai Private Limited
up to upto the aggregate value upto maximum 25 Crore and with Aaryan Mirai Industries LLP
up to maximum 15 Crore. A related party within the meaning of Section 2 (76) of the Act
and Regulation 2(1)(zb) of the Listing regulation, by the members in the last Annual
General Meeting held on 30th September, 2021. All related party transactions
were placed before the audit committee and also for the board approval.
The Company has developed a Policy on Related Party Transactions for
purpose of identification and monitoring of such transactions in which All Related Party
Transactions are placed before the Audit Committee as also the Board for approval. The
policy on Related Party Transactions as approved by the Board is uploaded on the Company's
website i.e. www.marvelvinyls.com.
Your directors draw attention of the members to 43 to the financial
statement which sets out related party disclosures.
RESEARCH AND DEVELOPMENT
With the continuing Research and Development activities, the company
endeavors to improve and maintain its technical superiority and quality of its products.
One of the objectives of the company is to manufacture products giving an import
substitution and to improve and develop good export market.
DIRECTORS AND KEY MANAGERIAL PERSONNAL
Enhancing the competencies of the board and attracting as well as
retaining talented employees for role of KMP/a level below KMP are the basis for the
N&R Committee to select a candidate for appointment to the Board.
In accordance with the provisions of the Companies Act, 2013 and in
terms of the Memorandum and Articles of Association of the Company, Mr. Ankit Chawla,
Executive Director, of the Company is liable to retire by rotation at the ensuing annual
General meeting and being eligible, has offered himself for re-appointment.
The Board recommends his appointment.
A. Appointment or Re-Appointment
During the Financial Year 2021-2022, Mr. Pankaj Chawla (DIN: 00104666),
Executive Director of the company who retired by rotation, have been re-appointed at the
36th Annual General Meeting of the company held on 30.09.2021.
Necessary resolutions for the appointment/re-appointment of aforesaid
directors, wherever applicable, have been incorporated in the notice convening the ensuing
Annual General Meeting. As required under the regulations, the relevant details of
directors retiring by rotation and/or seeking appointment/re-appointment at the ensuing
AGM are furnished as Annexure 'A' to the notice of AGM.
Key Managerial Personnel (KMP)
No KMP, other than mentioned in the paragraph A of Director and Key
Managerial Personal, appointed during the FY 2021-2022.
B. Declaration by independent Director
All Independent Directors of the Company have given declaration that
they meet the criteria of independence as provided under Section 149 (6) of the Act and
the regulation 16(1)(b) of the regulations. The terms & conditions for the appointment
of Independent Directors are given on the website of the Company.
C. Formal Annual Evaluation of Board
The evaluation/assessment of the directors, KMPs and the senior
officials of the company is to be conducted on an annual basis and to satisfy the
requirements of the Companies Act, 2013.
The company has devised a Policy for performance evaluation of
independent directors, board, committees and other individual directors which include
criteria for performance evaluation of the non-executive directors and executive
directors.
The details of programmes for familiarization of independent directors
with the company, their roles, rights, responsibilities in the company, nature of the
industry in which the company operates, business model of the company and related matters
have been elaborately devised by the top management and efforts are being made to create
the awareness about the same.
Pursuant to the provisions of the Companies Act, 2013 and As provided
by the Guidance Note on Board evaluation issued by the SEBI on 5th January,
2017, the Board has carried out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of its Audit,
Nomination & Remuneration Committee, Risk Management Committee and Stakeholder
Relationship Committee. The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.
D. Remuneration Policy
The Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and appointment of Directors, Senior
Management and their remuneration. The brief of Remuneration Policy is set out in the
Corporate Governance Report forming part of the Annual Report
E. Meetings
A calendar of Meetings is prepared and circulated in advance to the
Directors.
During the year ended on 31st March, 2022, the Board of Directors had
Thirteen (13) meetings. These were held on 12th April, 2021, 21st
June, 2021, 28th July, 2021, 14th August, 2021, 31st August, 2021,
13th October, 2021, 29th October, 2021, 12th November,
2021, 16th November,2021, 29th December, 2021, 03rd
February, 2022, 14th February, 2022 and 31st March, 2022. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013 and the SEBI Regulations:
Sr. No Name of Directors |
Category |
No. of Board Meetings
ATTENDED |
1 Mr. Pavan Kumar Chawla |
Chairman & Managing
Director |
12 of 12 |
2 Mr. Pankaj Chawla |
Whole-time Director & CFO |
12 of 12 |
3 Mr. Ankit Chawla |
Whole-Time-Director |
12 of 12 |
4 Mrs. Kirti Bhardwaj |
Independent Director |
12 of12 |
5 Mr. Saksham Chawla* |
Whole-Time-Director |
03 of 03 | >
6 Mr. P.C. Raval |
Independent Director |
08 of 12 |
7 Mr. J.S.P. Rai** |
Independent Director |
00 of 08 |
8 Mr. Parmod Chopra |
Independent Director |
05 of 12 |
* Mr. Saksham Chawla, Whole Time Director, whose period has been
expired on 11th August, 2021 and has not been reappointed.
** Mr. J.S.P Rai, Independent Director, whose period has been expired
on 13th November, 2021 and has not been re-appointed.
F. Changes in the Office of Company Secretary/Compliance Officer
There is no change in the changes in the office of Company
Secretary/Compliance officer of the Company.
AUDIT COMMITTEE
The company has constituted the Audit Committee in line with the
provision of the Companies Act, 2013 and the Securities Exchange Board of India. As on
31st March, 2022 the audit committee consist of three (03) members out of which the two
(02) are the independent directors. During the year ended on 31st March, 2022,
the Audit Committee had Six (6) meetings. These were held on 12th April, 2021,
28th July, 2021, 14th August, 2021, 12th November, 2021
,16th November, 2021 and 14th February 2022.
S.No. Name of Members |
Designation |
Category |
No. of Meetings Held /
Attended |
1. Mrs. Kirti Bhardwaj |
Chairman |
Independent Director |
6 of 6 |
2. Mr. Pankaj Chawla |
Member |
Non-Independent-Executive
Director |
6 of 6 |
3. Mr. Parmod Chopra |
Member |
Independent Director |
4 of 6 |
The composition of Audit Committee and meetings attended by the
members, which is to be formed as per Section 177 of the Companies Act, 2013 and SEBI
regulations is been given below: The more details on Audit Committee along their terms of
reference have been given in the corporate governance report.
NOMINATION AND REMUNERATIONCOMMITTEE AND POLICY
The company has constituted the Nomination & Remuneration Committee
in line with the provision of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR)
Regulation, 2015. As on 31st March, 2022 the Nomination & Remuneration
Committee comprises of three (03) directors, all are Independent Directors.
The details of the Nomination & Remuneration Committee along with
Remuneration Policy are set out in the Corporate Governance Report forming part of the
Annual Report.
> MANAGERIAL REMUNERATION
A) Details of the ratio of the remuneration of each director to the
median employee's remuneration and other details as required pursuant to Rule 5(1) of The
Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, has been
provided in "Annexure -B" to this report.
STAKEHOLDER'S RELATIONSHIP COMMITTEE (SHARE HOLDERS GRIEVANCE
COMMITTEE)
During the year under review, the company has constituted the
"Stakeholders' Relationship Committee", in line with the provisions of Section
178 of the Companies Act, 2013. This Committee is responsible for the satisfactory
redressal of investors' complaints and
recommends measures for overall improvement in the quality of investor
services. During the year, there were one (1) meeting held on 14th February,
2022.
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 Company's competitive advantage.
The risk management policy defines the risk management approach across the enterprise at
various levels including documentation and reporting.
RISK MANAGEMENT
Pursuant to the provisions of SEBI (LODR) Regulations, The Company has
devised and implemented a mechanism for risk management and has developed a Risk
Management Policy. The Policy provides for constitution of a Risk Committee, which will
work towards creating a Risk Register, identifying internal and external risks and
implementing risk mitigation steps.
The Risk Management Committee which has been entrusted with the
responsibility to assist the Board in (a) Overseeing and approving the Company's
enterprise wide risk management framework; and (b) Overseeing that all the risks that the
organization faces such as strategic, financial, credit, market, liquidity, security,
property, IT, legal, regulatory, reputational and other risks have been identified and
assessed and there is an adequate risk management infrastructure in place capable of
addressing those risks. A Risk Management Policy was reviewed and approved by the
Committee.
The Company manages monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic objectives. The
Company's management systems, organizational structures, processes, standards, code of
conduct and behaviors governs how the Company conducts the business of the Company and
manages associated risks.
The Company has introduced several improvements to Integrated
Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and
processes to drive a common integrated view of risks, optimal risk mitigation responses
and efficient management of internal control and assurance activities. This integration is
enabled by all three being fully aligned wide Risk Management, Internal Control and
Internal Audit methodologies and processes.
The details of Committee and its objectives and scope are set out in
the Corporate Governance Report forming part of the Annual Report.
INDEPENDENT DIRECTORS
The Independent Directors of the company review the quality, content
and timeliness of the flow of information between the Management and the Board and it's
Committees which is necessary to effectively and reasonably perform and discharge their
duties. During the year ended on 31st March, 2022, the separate meeting of
Independent Directors was held on 14th February 2022. The composition of
Independent Directors and meetings attended by them as per Section 177 of the Companies
Act, 2013 and SEBI Regulations have been given in the corporate governance report.
CODE OF CONDUCT
The Chairman & Managing Director has confirmed and declared that
all the members of the board and the senior management have affirmed compliance with the
code of conduct.
CODE FOR PREVENTION OF INSIDERTRADING PRACTICES
In accordance with the provisions of SEBI (Prohibition of Insider
Trading) Regulations, 2015, your Company has formulated and adopted 'Code of Conduct for
prevention of Insider Trading7 and 'Code of practices and procedures for fair
disclosure of Unpublished Price Sensitive Information' (hereinafter collectively referred
to as "MVL Code of Conduct"). The MVL Code of Conduct is uploaded on the website
of the company https://www.marvelvinyls.com
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There is no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and its future
operations.
AUDITORS AND AUDITORS' REPORT
A. Statutory Auditors
M/s. Suresh Chandra & Associates, Chartered Accountants, (Firm
registration No. 001359N) 504, Prakash Deep building, 7, Tolstoy Marg New Delhi-110001, is
the Statutory Auditor of the Company, who shall hold the office till the conclusion of 38th
Annual General Meeting of the Company.
The Audit Report given by M/s. Suresh Chandra & Associates,
Chartered Accountants, (Firm registration No. 001359N) 504, Prakash Deep building, 7,
Tolstoy Marg, New Delhi- 110001 on the Financial Statements of the Company for the
Financial Year 2021-2022, is part of the Annual Report. There are no qualifications,
reservation, adverse remark, observations, comments or disclaimer given by the Auditor in
their Report. Further, with regard to section 134(3)(ca) of the Companies Act, 2013, no
frauds have been reported by the auditors under section 143(12) of the said Act.
Secretarial Auditor
The Board has appointed Ankur Singh & Associates, Practicing
Company Secretaries New Delhi having ICSI Membership No. A60761 and Certificate of
Practice No. 22820 to conduct Secretarial Audit for the financial year 2021-2022
Secretarial Auditor's Report
An audit report issued by Mr. Ankur Singh & Associates, Practicing
Company Secretaries, in respect of the secretarial audit of the Company for the financial
year ended 31st March, 2022 is given in "Annexure-C" to this Report.
The Secretarial Auditor has given below observations in his report. In
this regard, the reply of the Management has been given along with the observation.
1. As per regulation 31 of SEBI (Listing obligations & Disclosure
Requirements) Regulations, 2015, the 100% of shareholding of promoter(s) & promoter
group is not in dematerialized form.
Management's Reply: Ganesh Das & Co. it was a firm between two
partners and now one partner being no more (died) and the shares will be transmitted and
dematerialized, that's why it has not been converted into dematerialized form. Promoters'
shareholding is 4024400 Equity Shares out of which 4004400 share i.e. 99.5% shares has
been dematerilsed. only 20000 Equity shares of Ganesh Das & Co. (Promoter) to be
dematerialized.
2. As stipulated under Regulation 38 of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company
is not in compliance with the minimum public shareholding requirement specified in Rule
19(2) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957.
Management's Reply: The Board of Directors of the company at their
meeting held on 22nd February, 2018 had forfeited 11,27,900 Equity Shares of
Rs. 10/- each due to nonpayment of allotment money after adjusting excess application
money and the exchange has taken the same on record vide its letter No.
BSE/LO/PB/Forfeit/130/2019-20 dated June 4, 2019 and also has issued notice to the trading
members of the exchange vide Exchange's notice no. 20190406-19. Due to the above
forfeiture, the public shareholding of the Company falls below the prescribed limits by
BSE/SEBI. The Company has taken appropriate action to resolve this issue.
3. Company has not filed financial results within the prescribed due
date as per the SEBI (LODR) Regulations, 2015 for the Quarter and year ended March 31,
2021 and Half year ended September 30, 2021
Management's Reply: 01 That the Marvel Vinyls Limited having its
Registered/Corporate office in the state Delhi, which was the most
effected state by the pandemic Covid-19. Due to severe impact of Covid-19 in the state
Delhi, the Government imposed the complete lockdown across the State w.e.f April 19, 2021
and allowed the private offices to function only with the 50% strength of their staff
between 9AM to 5 PM w.e.f June 07, 2021.
That the Company operates its function with its 3 units in the state
Uttar Pradesh and Madhya Pradesh which were also severe effected State during the Second
wave of Covid-19 and various restriction were also imposed in that state where the
employees were working from Home with the restriction of access the resources and
information.
That the Company restore its functioning with the 50% strength of their
staff w.e.f June 07, 2021 and the last date to submit Financial Results was June 30, 2021,
it was too complicated to compiled the data of the all units of the Company till June 30,
2021 with the various unavoidable problems such as hospitalization/ isolation of Key
personnel who were looking after of preparing results, restriction of
access resources and information etc.;
For the financial results of the quarter ended September 30, 2021, the
company recently shifted on BAAN ERP and the Board sought some clarification at the
meeting in respect of financial results. The Board decided to put up the matter again in
the forthcoming Board Meeting which is to be held on Tuesday, 16th day of November, 2021.
B. Cost Auditor
In accordance with the provisions of section 148 of the act and rule
made thereunder, the Board of Directors of the Company appointed, M/s Subodh Kumar &
Co., Cost Auditors (Firm Reg. No. 104250), New Delhi, as the Cost Auditor of the Company
for the Financial Year 2021-2022.
The Company will submit Cost Audit Report for the year ended March
31st, 2022 to the Central Government in due course.
The Board has appointed M/ s Subodh Kumar & Co. Cost Auditors (Firm
Reg. No. 104250), New Delhi, as the Cost Auditor of the Company to conduct the cost audit
for the Financial Year 2022-2023. The payment of the remuneration to Cost auditor requires
the approval/ratification of the members of the company and necessary resolution in this
regard, has been included in the notice convening the 37th AGM of the Company.
C. Internal Auditor
In accordance with the provisions under section 138 of the Companies
Act, 2013 read with Rule 13 of The Companies (Accounts) Rules, 2014 thereof, the Board of
Directors of the Company has appointed M/s S D A V, Chartered Accountants (FRN No.
0022640N) through its partner Mr. Sandhya Deepak, as Internal Auditor of the Company to
conduct the internal audit of the Company for financial year 2021-2022.
ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important
stakeholders. Accordingly, your Company's operations are committed to the pursuit of
achieving high levels of operating performance and cost competitiveness, consolidating and
building for growth, enhancing the productive asset and resource base and nurturing
overall corporate reputation. Your Company is also committed to creating value for its
other stakeholders by ensuring that its corporate actions positively impact the
socio-economic and environmental dimensions and contribute to sustainable growth and
development.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has CSR policy in place and the same can be accessed at
www.marvelvinyls.com.
The annual report of CSR activities is annexed herewith as annexure 'H'
to this report.
DISCLOSURES:
A. Vigil Mechanism / Whistle Blower Policy
The Company has established a Vigil Mechanism/Whistle Blower Policy
that enables the Directors and Employees to report genuine concerns. The policy provides
for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism;
and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors
of the Company in appropriate or exceptional cases.
Protected disclosures can be made by a whistle blower through an
e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee.
Details of the Vigil Mechanism/Whistle Blower Policy are made available on the Company's
website i.e. www.marvelvinyls.com.
The details of Vigil Mechanism/Whistle Blower Policy and its terms of
reference are set out in the Corporate Governance Report forming part of the Annual
Report.
B. Deposits
The Company has not accepted deposit from the public falling within the
ambit of Section 73 to 76 of the Companies Act, 2013 and The Companies (Acceptance of
Deposits) Rules, 2014. Due to the condition imposed by the bankers your Company has
accepted the unsecured loans from its directors, their relatives and associates during the
financial year.
C. Particulars of Loans, Guarantees or Investments
Particulars of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Act are given in the notes to the Financial Statements.
D. Energy Conservation, Technology Absorption and Foreign Exchange
Earnings & Outgo
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are provided herewith
as " Annexure-D".
E. Pollution Control
The Company's plants do not generate any effluent beyond permissible
limits. Further, the company has adequate controls to maintain the pollution parameters.
F. Annual Return
The details Annual Return in form MGT 7 is uploaded on the website
www.marvelvinyls.com of the Company.
G. Particulars of Contracts or Arrangements with Related Parties
The particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Companies Act 2013 on arm's length transactions in
ordinary course of business is disclosed in Form No. AOC-2 as "Annexure-E" to
this report.
H. Particulars of Employees
The Industrial Relations scenario continued to be cordial. The Company
regards its employees as a great asset and accords high priority to training and
development of employees. In terms of Section 136 of the Act, the Report and Accounts are
being sent to the members and others entitled thereto.
Details of Employees pursuant to Section 197 of the Companies Act,
2013("the Act") read with Rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as
"Annexure-F" forming part of the Annual Report.
I. Equal Opportunity Employer
The company has always provided a congenial atmosphere for work to all
employees that are free from discrimination and harassment inducing sexual harassment. It
has provided equal opportunities of employment to all without regard to their caste,
religion, color, marital status and sex.
J. Information under The Sexual Harassment of Women at Workplace
(Prevention, Prohibition And Redressal) Act, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy. During the year, there
were no cases reported to the Committee.
K. General Disclosure
Your directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. As there was no subsidiary of the Company during the year 2021-2022,
neither the Managing Director nor the Whole-time Directors of the Company receive any
remuneration or commission from any of other Company.
3. During the year 2021-2022 Company neither issued shares with
differential voting rights or granted stock options or sweat equity or ESOS to the
employees under any scheme.
L. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR.
During the year under review, there were no application made or
proceedings pending in the name of company under insolvency Bankruptcy Code, 2016
M.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 THEREO
During the year under review, there were no settlement of loans taken
from Banks and Financial Institutions.
DIRECTORS' RESPONSIBILITY STATEMENT
Subject to disclosures in the Annual accounts and also on the basis of
the discussion with the Statutory Auditors of the Company from time to time, To the best
of their knowledge and belief and according to the information and explanations obtained
by them, your Directors make the following statements in terms of Section 134(3)(c) of the
Companies Act, 2013:
i) That in the preparation of the annual financial statements for the
year ended 31st March, 2022, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any;
ii) That Company has 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, 2022 and
of the profit of the Company for the year ended on that date;
iii) That proper and sufficient care has been taken 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;
iv) That the annual financial statements have been prepared on a going
concern basis;
v) That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
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For and on behalf of the Board of |
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Directors |
M/s MARVEL VINYLS LIMITED |
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PANKAJ CHAWLA |
PAVAN KUMAR CHAWLA |
PLACE: NEW DELHI |
Whole-time Director & CFO |
Managing Director |
DATE: 31.08.2022 |
DIN: 00104666 |
DIN: 00101197 |
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