Your Directors have pleasure to present their Fifteenth (15^th) Annual Report on the business
and operations of the Company along with the Audited Financial Statements for the financial
year ended on 31^st March, 2024 and Auditor’s Report thereon.

1. FINANCIAL SUMMARY / HIGHLIGHTS

The financial performance of the Company for the year ended on 31^st March, 2024 is
summarized below:

2. OPERATIONAL REVIEW

Financial information is presented in accordance with the Indian Accounting Standards (Ind-
AS). Our reporting currency is Indian Rupees (INR).

The financial year 2023-24 was one of the significant year in terms of growth and
sustainability. Your Company has successfully completed 14 years of journey and entering
into another magnificent/ splendid year with the Mission and Vision of the Company. Your
Company believes in growth of Company as well as society with commitment to serve the
customer and shareholders to their satisfaction and better experience. Vinayak Polycon
International Limited (“VPIL”) is being one of the market leaders of PET Products. Your
Company has persistent thrive and work towards expansion of our business with its capacities,

updated technology with modem innovations, development of new processes, widened its
product range and expanding the marketing network and research & development.

There is no change in the nature of business of the Company for the year under review.

Briefly, during the year under review, Financial Profit before depreciation and taxation was
Rs 116.03/- Lakhs against Rs. 84.87/- Lakhs in the previous year. After providing for
depreciation and taxation company earned net profit in this year of Rs. 29.45/- Lakhs against
the Profit of Rs. 11.70/- Lakhs last year. During the financial year increase in the Profit After
Tax (PAT) is due to implementation of effective cost and savings plans and_due to change in
demand of buyers there is slight dip in revenue of the company however it picked up in later
quarters.

3. DIVIDEND

Company is re-investing its resources in upgradation of technology and moulds So, Board of
Directors does not recommend any dividend for the year ended on 31^st March, 2024.

4. RESERVES

3

The Board has not proposed transfer of any amount to General Reserve. Profit of the Company
during the year i.e., Rs. 29.45/- Lakhs is transferred to the Profit & Loss A/C for the Financial
Year 2023-24, in compliance with the relevant provisions of the Companies Act, 2013.

5. CORPORATE SOCIAL RESPONSIBILITY

Company’s net worth is below Rs. 500 Crore, Turnover is less than Rs. 1000 Crore and Net
profit (Before Tax) is less than Rs. 5 Crore, hence provisions of section 135 of the Companies
Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are
not applicable on the Company.

6. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED
RETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments have occurred after the closure of the financial year to
which the financial statements relate till the date of this report, affecting the financial position
of the Company

7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE

No significant or material orders were passed by the regulators or courts or tribunals impacting
the going concern status and Company’s operations in future.

8. FIXED DEPOSITS

During the financial year under review, your Company has neither invited nor accepted or
renewed any fixed deposit in terms of provisions of Section 73 to 76 of the Companies Act,
2013 (the Act) read with the Companies (Acceptance of Deposits) Rules, 2014.

During the year under review No amount of principal or interest was outstanding as on March
31, 2024. Hence, the requirement of providing details relating to deposits is not applicable.

9. AUDITORS AND AUDITORS’ REPORT

A. Statutory Auditors

M/s Tambi Ashok & Associates, Chartered Accountants, Jaipur (FRN: 005301C)) the
Statutory Auditor of the Company were appointed at 10th Annual General Meeting
(AGM) of the Company held on 26^th September 2019 to hold office for a period of five
years from the conclusion of 10^th AGM till the conclusion of the ensuing 15^th AGM.

M/s Tambi Ashok & Associates, Chartered Accountants have provided Audit Report on
the Financial Statements for the FY 2023-24. The Audit Report does not contain any
qualification(s), reservation(s) or adverse remarks.

Further, the term of M/s Tambi Ashok & Associates, Chartered Accountants, the Statutory
Auditor of the Company would expire at the ensuing Annual General Meeting of the
Company. In accordance with the provisions of Section 139 of the Companies Act, 2013
read with the Companies (Audit and Auditors) Rules, 2014, based on the recommendation
of the Audit Committee, the Board of Directors in their meeting held on August 09, 2024
proposed to appoint M/s A Natani & Co., Chartered Accountants, Jaipur (FRN:007347C)
as Statutory Auditors of the Company for a period of five years commencing from the
conclusion of ensuing 15th AGM till the conclusion of 20th AGM of the Company to be
held in the calendar year 2029 subject to the approval of shareholder in the ensuing AGM
of the Company.

The Company has received a consent letter and eligibility certificate, from M/s A Natani
& Co. Chartered Accountants to the effect that their appointment, if made, would be in
accordance with the provisions of Section 141 of the Act. M/s A Natani & Co., Chartered
Accountants have also confirmed that they hold a valid certificate issued by the Peer Review
Board of the Institute of Chartered Accountants of India. Necessary resolution regarding the
appointment of Statutory Auditors for the approval of the members of the Company has
been taken in the notice convening 15th AGM of the Company.

REPORTING OF FRAUDS BY AUDITORS

There was no instance of fraud during the year under review, which required the Statutory
Auditors to report to the Audit Committee and/or Board under Section 143(12) of the
Companies Act, 2013 and Rules framed thereunder.

B. Secretarial Auditor

As per the provisions of Section 204 of Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed
company is required to annex with its Board’s Report, a Secretarial Audit Report given
by a Company Secretary in practice. The Board had appointed M/s V.M. & Associates,
Company Secretaries, Jaipur (FRN: P1984RJ039200) as “Secretarial Auditor” to conduct
Secretarial Audit for the financial year 2023-24.

The Secretarial Audit Report for the financial year 2023-24 in Form MR-3 is attached
herewith as Annexure 1. There is no reservation, qualification or adverse remark contained
in the Secretarial Auditor Report. Information referred in Secretarial Auditor Report are self-
explanatory and do not call for any further comments.

The Company has received consent and certificate of eligibility from M/s V. M. & Associates,
Company Secretaries, Jaipur for the financial year 2024-25 to act as Secretarial Auditors. The
Board in their meeting held on 09^th August, 2024 based on the recommendation of the Audit
Committee, has re-appointed M/s V. M. & Associates, Company Secretaries, Jaipur (FRN:
P1984RJ039200) as Secretarial Auditor of the Company to carry out secretarial audit for the
financial year 2024-25.

REPORTING OF FRAUDS BY AUDITORS

There was no instance of fraud during the year under review, which required the Secretarial
Auditors to report to the Audit Committee and/or Board under Section 143(12) of the
Companies Act, 2013 and Rules framed thereunder.

C. Internal Auditor

Mr. Praveen Maharwal, was appointed as Internal Auditor of the Company for conducting
Internal Audit for financial year 2023-24.

Mr. Praveen Maharwal, Internal Auditor of the company has resigned w.e.f. 31^st July 2024
due to his pre-occupation in other work.

In accordance with the provisions of Section 138 of the Act and rules made thereunder, the
Board of Directors of the Company based on the recommendation of the Audit Committee,
has appointed Ms. Deepa Garg Company Secretary, (M.No.: ACS 58784) as an Internal
Auditor of the Company w.e.f. 09th August, 2024 to conduct Internal Audit for the FY 2024-
25.

Her scope of work includes review of operational efficiency, effectiveness of systems &
processes, compliances and assessing the internal control strengths in all areas.

REPORTING OF FRAUDS BY AUDITORS

There was no instance of fraud during the year under review, which required the Internal
Auditor to report to the Audit Committee and/or Board under Section 143(12) of the
Companies Act, 2013 and Rules framed thereunder.

10. CAPITAF STRUCTURE

During the Financial Year 2023-24 there was no change in capital structure of the Company.
Authorized share capital of the company stands at Rs. 3,25,00,000/- (Rupees three crore
twenty-five lakhs only) and the issued, subscribed and paid-up share capital of the Company
stands at Rs. 3,08,12,950/- (Rupees three crore eight lakhs twelve thousand nine hundred and
fifty only).

11. ANNUAF RETURN

Pursuant to Section 92(3) read with Sectionl34(3) of the Companies Act 2013, the Annual
Return as on March 31, 2024 is available on the Company’s website on

http://www.vinavakpolvcon.com/reports

12. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The information related to Conservation of Energy, Technology Absorption, Foreign
Exchange Earning and Outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is included in the Report
as Annexure 2.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Changes in Directors and Key Managerial Personnel

Your Company’s Board is duly constituted and is in compliance with the requirements of the
Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘Listing Regulations’) and provisions of the Articles of Association of the
Company. Your Board has been constituted with requisite diversity, wisdom and experience
commensurate to the scale of operations of your Company.

During the year under review, the following changes occurred in the Board of Directors and
Key Managerial Personnel:

Board of Directors

• Mrs. Samta Baid (DIN: 08104727), Non-Executive Director of the Company who
retired by rotation and being eligible, was reappointed at the 14^th AGM of the
Company.

• Mr. Tarun Dugar (DIN: 06615184), due to term completion of existing Independent
Director was appointed as an Additional Director (Independent Director) of the
Company, by the Board in its meeting held on August 28, 2023 for the first term of 5
consecutive years and his appointment was approved by the members through AGM
with requisite majority on September 30, 2023. He will hold office as Independent
Director of the Company for a period of five consecutive years, commencing from
28^th August 2023 to 27^th August 2028.

• Mr. Mahendra Singh Bhandari (DIN: 03622017), due to term completion of existing
Independent Director was appointed as an Additional Director (Independent Director)
of the Company, by the Board in its meeting held on August 28, 2023 for the first term
of 5 consecutive years and his appointment was approved by the members through
AGM with requisite majority on September 30, 2023. He will hold office as
Independent Director of the Company for a period of five consecutive years,
commencing from 28^th August 2023 to 27^th August 2028.

• Mr. Abhishek Laxmipat Nahata (DIN: 10286323), due to term completion of existing
Independent Director was appointed as an Additional Director (Independent Director)
of the Company, by the Board in its meeting held on August 28, 2023 for the first term
of 5 consecutive years and his appointment was approved by the members through
AGM with requisite majority on September 30, 2023. He will hold office as

Independent Director of the Company for a period of five consecutive years,
commencing from 28^th August 2023 to 27^th August 2028.

• Further Mrs. Anima Bordia, Mr. Niraj Narendrakumar Nahata and Mr. Pawan
Brijendrasingh Nahata were relieved from office of Independent Directors on expiry
of their Second term of appointment on the close of business hours of 31^st March,
2024.

• In accordance with the provisions of the Section 152 of the Companies Act, 2013 and
the Articles of Association of the Company, Mr. Vikram Baid (DIN: 00217347),
Whole- Time Director of the Company is liable to retire by rotation at the ensuing 15^th
AGM and being eligible, has offered himself for re-appointment. The Board of
Directors on the recommendation of Nomination and Remuneration Committee has
recommended his re-appointment in the ensuing AGM.

• Mr. Bharat Kumar Baid was re- appointed as Managing Director with effect from
April 01, 2022 and it is proposed to reappoint him as Managing Director at ensuing
15^th AGM for a period of 3 (Three) years commencing from April 01, 2025.

• Mr. Vikram Baid was re- appointed as Executive Director with effect from April 01,
2022 and it is proposed to reappoint him as Executive Director at ensuing 15^th AGM
for a period of 3 (Three) years commencing from April 01, 2025.

Key Managerial Personnel (KMP)

During the financial year 2023-24, there was no change in the KMPs of the Company.

Necessary resolutions for the appointment/ reappointment of aforesaid Director, wherever
applicable, have been incorporated in the notice convening the ensuing AGM. As required
under the listing regulations and Secretarial Standards on General Meetings issued by ICSI,
the relevant details of Directors retiring by rotation, re-appointment of Managing Director and
Executive Director at the ensuing AGM are furnished in the notice of AGM

B. Declaration by Independent Directors

The Company has received the declarations from all Independent Directors of the Company
viz., Mrs. Anima Bordia, Mr. Niraj Narendrakumar Nahata, Mr. Pawan Brijendrasingh
Nahata, Mr. Tarun Dugar, Mr. Mahendra Singh Bhandari and Mr. Abhishek Laxmipat Nahata
as required under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria
of independence as laid down under Section 149(6) of the Companies Act, 2013 and
Regulation 16( 1 )(b) of the Listing Regulations. All Independent Directors of the Company
are registered with IICA.

All the Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act. Further, it is confirmed that in the opinion of the board,
the independent directors fulfill the conditions specified in Listing Regulations and the
Companies Act, 2013 and are independent of the management. The terms & conditions for
the appointment of Independent Directors are available on the website of the Company,
http://www.vinavakpolycon.com/node/29.

C. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

On appointment, the concerned Director is issued a Letter of Appointment setting out in detail,
the terms of appointment, duties, responsibilities and expected time commitments. Each
newly appointed Independent Director is taken through a formal induction program on the
Company’s manufacturing, marketing, finance and other important aspects. The Company
Secretary briefs the Director about their legal and regulatory responsibilities as a director.

Further, the Directors are regularly updated with amendments in the provisions of the
Companies Act, 2013, Listing Regulations, other applicable SEBI Regulations etc. Besides
these, Directors are updated on continuous basis in respect of Related Party Transactions,
Audit and Auditors and they are periodically meeting with the senior management of the
Company.

The details of familiarization programme for Independent Directors is available at the website
of the Company under the link

https://www.vinayakpolycon.com/sites/default/files/Details%20of%20Familiarization%20pr
ogramme.pdf

D. Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulation, performance
evaluation has been carried out by the Board, Nomination Remuneration Committee (NRC)
and by the Independent Directors. The Board has carried out an annual performance
evaluation of its own, individual Directors including Independent Directors (without the
presence of the director being evaluated) and its committees on the basis of a questionnaire.

Board evaluation covered various aspects revealing the efficiency of the Board’s functioning
such as Development of suitable strategies and business plans, size, structure and expertise of
the Board and their efforts to learn about the Company and its business, obligations and
governance.

The performance of Committees was evaluated on parameters such as whether the
Committees of the Board are appropriately constituted, Committees has an appropriate
number of meetings each year to accomplish all of its responsibilities, Committees maintain
the confidentiality of its discussions and decisions.

Performance evaluation of every Director was carried out by Board and Nomination &
Remuneration Committee on parameters such as appropriateness of qualification, knowledge,
skills and experience, time devoted to Board deliberations and participation in Board
functioning, extent of diversity in the knowledge and related industry expertise, attendance
and participations in the meetings and workings thereof and initiative to maintain high level
of integrity & ethics.

Independent Director’s performance evaluation was carried out on parameters such as
Director upholds ethical standards of integrity, the ability of the director to exercise objective
and independent judgment in the best interest of Company, the level of confidentiality
maintained. The Directors expressed their satisfaction with the evaluation process.

In their separate meeting, the Independent Directors had carried out performance evaluation
of Non-Independent Directors and the Board as a whole. The Independent Directors also
carried out the performance evaluation of the Chairman, taking into account the views of
Executive and Non-Executive Directors.

The Board found the evaluation satisfactory and no observations were raised during the said
evaluation in current year as well as in previous year

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY

To comply with the provisions of Section 177 of the Act and Listing Regulation, your
Company has adopted a Vigil Mechanism / Whistle Blower Policy for Directors and
Employees of the Company. Under the Vigil Mechanism Policy, the protected disclosures can
be made by a victim through an e-mail or a letter to the Chairperson of the Audit Committee.
The Policy provides for adequate safeguards against victimization of Directors and
Employees who avail of the vigil mechanism.

The main objective of this policy is to provide a platform to Directors and Employees to raise
concerns regarding any irregularity, misconduct or unethical matters / dealings within the
Company, which may have a negative bearing on the organization either financially or
otherwise. The policy is available on the Company’s website at the weblink i.e.
http://www.vinavakpolvcon.com/policies.

During the financial year, no whistle blower event was reported and mechanism is functioning
well. No personnel have been denied access to the Audit Committee.

15. LOANS. GUARANTEES OR INVESTMENTS

Pursuant to the provisions of Section 186 of the Act, investments made are provided as
part of the financial statements. Further, there are no loans granted, guarantees given or
issued or securities provided by your Company in terms of Section 186 of the Act, read
with the rules issued there under.

16. COMMITTEES OF THE BOARD

The Board has 3 (three) committees: Audit committee, Nomination and
Remuneration committee and Stakeholders’ Relationship committee.

Committee Members met five times during the financial year 2023-24 on 30^th May, 2023, 12^th
August, 2023, 28^th August, 2023, 07^th November, 2023, 12^th February, 2024 for audit
committee Meetings. They met three times 30^th May, 2023, 28^th August, 2023, 12^th February,
2024 for Nomination and remuneration committee meetings and for Stakeholder Relationship
committee meeting met one time on 28^th August, 2023.

The intervening gap between the meetings, frequency and quorum at these meetings were in
conformity with the provisions of the Companies Act, 2013, Listing Regulations and
Secretarial Standards.

All committees consist entirely of independent directors. During the year under review,
there were no change in the composition of the any of the committees of the Company.

The composition of the committees and compliances, as per the applicable provisions of
the Act and Rules, are as follows:

*As Mrs. Anima Bordia, Mr. Niraj Narendrakumar Nahata and Mr. Pawan Brijendrasingh Nahata
were relieved from office of Independent Directors on expiry of their Second term of appointment on
the close of business hours of 31 st March, 2024. They were also ceased to be director of the company
and Chairperson/Members of the Nomination and Remuneration committee, Stakeholder
Relationship Committee and Audit Committee.

^Further Mr. Mahendra Singh Bhandari, Mr. Tarun Dugar, Mr. Abhishek Laxmipat Nahata appointed
as Independent Director in the Company w.e.f. 28^th August, 2023 and become members of the
Nomination and Remuneration committee, Stakeholder Relationship Committee and Audit
Committee w.e.f. 01^st April 2024.

17. MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 5 (five) times during the financial year 2023-24 on 30^th May,
2023, 12^th August, 2023, 28^th August, 2023, 07^thNovember, 2023 and 12^th February, 2024 the
intervening gap between the meetings, frequency and quorum at these meetings were in
conformity with the provisions of the Companies Act, 2013, Listing Regulations and
Secretarial Standards.

The names and categories of the Directors on the Board, their attendance at Board meetings
during the year and at last Annual General Meeting, as also the number of Directorships and
Committee memberships held by them in other companies are shown in the table:

The draft of the minutes prepared by the Company is circulated among the Directors for their
comment / suggestion and finally after incorporating their views, final minutes are recorded
in the minute’s books. Post meeting, important decisions taken were communicated to the
concerned officials and departments for the effective implementation of the same.

18. RELATED PARTY TRANSACTIONS

VPIL has historically adopted the practice of undertaking related party transactions only in
the ordinary and normal course of business and at arm’s length as part of its philosophy of
adhering to highest ethical standards, transparency and accountability. Pursuant to the
provisions of Section 188 of the Act read with rules issued there under the listing regulations
all contracts / transactions / arrangements entered by the Company during the financial year
with the related parties were in ordinary course of business and on an arm’s length basis.

The Company has framed the policy on related party transaction and Audit Committee has
reviewed the related party transaction in every meeting. There are no material significant
related party transactions made by the Company with Promoters, Directors, KMP or other
designated persons and their relatives which may have a potential conflict with the interest of
the Company at large. Particulars of contracts or arrangements with related parties referred to
Section 188(1) of the Companies Act, 2013 in the form AOC 2 is annexed herewith as
Annexure 3.

During the financial year 2023-24, all transactions with related parties were reviewed and
approved by the Audit Committee. Prior omnibus approval of the Audit Committee has been
obtained for the transactions which are of repetitive nature. The transactions entered into
pursuant to the omnibus approval so granted along with a statement giving details of all related
party transactions was placed before the Audit Committee on quarterly basis, specifying the
nature, value and terms and conditions of the same. The Company has made transactions with
related parties pursuant to Section 188 of the Act.

The policy on related party transactions is available on Company’s website i.e.
http://www.vinavakpolvcon.com/policies.

19. PARTICULAR OF EMPLOYEES

Your Company firmly believes that a well-planned human resource management programme
that is tailored to your organization and staff can actually improve your business’s bottom
line. Our teams are integral to our business. We have embraced a culture of excellence to
nurture our people. We believe in selecting the right talent, training them and instilling in
them the spirit of VPIL. We focus on developing the most superior workforce so that the
organization and individual employees can accomplish their work goals in service to
customers. We also aim at achieving advance flexibility, innovation, competitive advantage
and improved business performance

The statement of disclosure of remuneration under Section 197 of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 (‘Rules’), is attached to this report as Annexure 4.

20. NOMINATION & REMUNERATION POLICY

To comply with the provisions of Section 178 of the Act read with Rule 6 of Companies
(Meetings of Board and its Powers) Rules, 2014 the Company has formulated a
Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP)
and Senior Management of the Company. This policy formulates the criteria for
determining qualifications competencies, positive attributes and independence for the
appointment of a director and it also provides guidelines to the Nomination and
Remuneration Committee relating to the Appointment, Removal & Remuneration of
Directors, Key Managerial Personnel and Senior Management of the Company.

It also provides the manner for effective evaluation of performance of Board, its
committees and individual directors. The said policy of the Company is uploaded on
website of the Company at http://www.vinavakpolvcon.com/policies.

21. INDEPENDENT DIRECTORS’ MEETING

Abiding the highest norms of Corporate Governance, separate Meeting of the Independent
Directors of the Company is held every year in terms of the Schedule IV to the Companies
Act, 2013.

In respect of the financial year 2023-24, the Independent Directors met separately on May 30,
2023 without the presence of any Non-Independent Director or representatives of
management.

The Independent Directors at their Meeting inter aha, reviewed the performance of Non-
Independent Directors and the Board of Directors as a whole and the performance of the
Chairman, considering the views of Executive Directors and Non-Executive Directors. They
also assessed the quality, quantity and timeliness of flow of information between the
Management and the Board of Directors that helps the Board to effectively and reasonably
perform their duties.

The Independent Directors expressed satisfaction over the performance of Non-Independent
Directors, Chairperson and Board of Directors as a whole.

22. INTERNAL FINANCIAL CONTROL

The Company has well defined mechanisms in place to establish and maintain adequate
internal controls over all operational and financial functions considering the nature, size and
complexity of its business. The Company maintains adequate internal control systems that
provide, among other things, reasonable assurance of recording the transactions of its
operations in all material respects and of providing protection against significant misuse or
loss of Company’s assets. The Company is following all the applicable Indian Accounting
Standards as issued by The Institute of Chartered Accountants of India for properly
maintaining the books of accounts and reporting financial statements.

Mr. Praveen Maharwal, Internal Auditor of the Company independently evaluate adequacy of
internal controls and audit the majority of the transactions undertaken by the Company. Post
audit reviews are carried out to ensure that audit recommendations have been implemented.

The Audit Committee of the Board of Directors which comprises of Independent Directors,
inter alia, reviews the adequacy and effectiveness of internal Control and monitors
implementation of Internal Audit observations.

During the financial year under review, the Statutory Auditor in their Report on the Internal
Financial Control with reference to financial statements for the financial year 2023-24 has
given unmodified report.

23. CODE OF CONDUCT

The code of conduct has been circulated to all the members of the Board and Senior
Management Personnel and they have affirmed their compliance with the said code of conduct
for the financial year ended on March 31, 2024. The code of conduct has been posted on the
Company’s website:, http://www.vinavakpolvcon.com/codeofconduct.

24. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is fully committed to uphold and maintain the dignity of women working in
the Company. In terms of the provisions of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company adopted a policy
for prevention of Sexual Harassment of Women at workplace and also set up an Internal
Complaints Committee to look into complaints relating to sexual harassment at work place of
any women employee.

During the financial year 2023-24, no new complaint has been received. The policy is
available on the Company’s website at the link http://www.vinavakpolvcon.com/policies.

25. 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.

A systematic risk review process to identify, assess, monitor, manage and report risks
supported this. The framework provides a comprehensive and systematic approach to identify
and mitigate risks by embedding risk management as integral to planning at strategic and
operational levels. This helped monitor, report and review identified risks in addition to
considering emerging risks.

There are various elements of risk which, in the opinion of the Board, may threaten the
existence of the company some of which are as follows:

Competition risk

The dynamic nature of the market threatens growth and margins. The Company widened its
product offerings and visibility, enhancing long-term client relationships.

Technological disruption risk

Rapid technology transformation redefines businesses and any delay in adaptation could
affect revenues.

Manpower risk

Inadequate / under-skilled resources could result in a loss of business opportunities. The
Company’s talent acquisition function attracts qualified and skilled professionals. The
Company also trains manpower for a minimum of 30 hours/year. It is more at middle/senior
levels.

Supply chain disruption risk

VPIL is successfully able to mitigate this risk owing to a strong network of suppliers and
owned manufacturing facilities.

The policy is available on the Company’s website at the link
http://www.vinavakpolvcon.com/policies.

26. LISTING ON STOCK EXCHANGE

The Company is listed on the following stock exchange:

BSE Limited (BSE)

Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai 400 001;

Scrip Code: 534639

The Company has paid the listing fees to the aforesaid Stock Exchanges for the FY 2023-24.

27. DEPOSITORY SYSTEM

The ISIN allotted to the Company is INE581M01016. The Company has also established the
required connectivity with both the NSDL & CDSL through its registrar and share transfer
agent MAS Services Pvt. Ltd., New Delhi for both physical and demat segments.

The equity shares of the Company can be held in electronic form with any depository
participant with whom the Members/Investors have their depository account.

The process for getting the shares dematerialized is as follows:

1. Shareholder shall submit the shares certificate along with Dematerialization Request Form
(DRF) to Depository Participant (DP).

2. DP processes the DRF and generates a unique Dematerialization Request No.

3. DP forwards DRF and Share Certificates to Registrar and Share Transfer Agent (RTA).

4. RTA after processing the DRF confirms or rejects the request of Depositories.

5. If confirmed by the RTA, depositories give credit to shareholder in his account maintained
with DP.

6. Physical shares received for dematerialization are processed and dematerialized within the
stipulated period, provided the same are in order in all respect. Bad deliveries are immediately
returned to the DP

28. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015 and amendments thereto, the Board has formulated and
implemented a Code of Conduct to regulate, monitor and report trading by its designated
persons and other connected persons and Code of Practices and Procedures for fair disclosure
of Unpublished Price Sensitive Information. The trading window is closed during the time of
declaration of results and occurrence of any material events as per the code.

The Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive
Information is available on the website of the Company,
http://www.vinavakpolvcon.com/codeofconduct.

29. CORPORATE GOVERNANCE REPORT

As per Regulation 15(2) of the Listing Regulation, the compliance with the Corporate
Governance provisions shall not apply in respect of the following class of companies:

a. Listed Entity having paid up equity share capital not exceeding Rs. 10 crore and Net Worth
not exceeding Rs.25 crore, as on the last day of the previous financial year;

b. Listed Entity which has listed its specified securities on the SME Exchange.

Since, the Company falls in the ambit of aforesaid exemption (a); hence compliance with the
provisions of Corporate Governance shall not apply to the Company and it also does not form
part of the Annual Report for the Financial Year 2023-24

However, our Company has complied with all the disclosures and requirements which are
applicable under all the rules, regulations for the time being in force.

30. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report popularly known as MDAR is the
communication straight from the management to their valued shareholders giving them
insights into the present business conditions of the company and its future potential. It gives
a bird’s eye view about the Company’s objective, predictions and forward-looking statements.

This report is an integral part of the Boards’ Report. Aspects on industry structure and
developments, opportunities and threats, outlook, risks, internal control systems and their
adequacy, material developments in human resources and industrial relations have been
covered in this Report. Company’s financial statements are prepared in accordance with the
Indian Accounting Standards (Ind AS) under the historical cost convention on the accrual
basis except for certain financial instruments which are measured at fair values, the provisions
of the Companies Act, 2013 (“the Act”) and guidelines issued by the Securities and Exchange
Board of India (SEBI). The Ind AS are prescribed under Section 133 of the Act, read with
Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, and relevant
amendments Rules issued thereafter.

Our values and guiding principle have been woven around seven major aspects which are
evidently visible in all the activities performed by the Company i.e. Customer Satisfaction,
Innovation, Quality Product and Service, Employee Growth, Culture, Being Sensitive towards
Society and Environment Protection. This guiding principle is now the culture of the
organization and ensures that both internal and external customers are satisfied.

A. Industry Structure & Development

The Indian plastics industry has made a significant progress since beginning of 1957 with
the production of polystyrene. Thereafter, the industry has grown and diversified rapidly.
The industry spans the country and hosts more than 2,000 exporters. It employs about 4
million people and comprises of more than 30,000 processing units, 85-90 percent of
which are small and medium sized enterprises.

Plastic bottles have become way of life and are in all sectors such as food and beverages,
oil, pharma, drinking water and all other sectors. They do not fall into single use plastic
as, they are environment-friendly and can be recycled repeatedly which further reduces
their manufacturing cost. Hence their volume has reached around 20 million tons/pa
globally Polyethylene terephthalate (PET) refers to a thermoplastic polymer resin of the
polyester family which is widely used for manufacturing plastic bottles. In comparison
with PP, HDPE and PVC bottles, PET bottles are more durable, transparent, lightweight,
non-reactive, cost-effective and thermally stable.

During the period under review, there is significant increase in the use of plastic including
PET Containers throughout the country. Clear Visibility of packed product in primary and
secondary packaging has gained importance. The buyer wants to clearly see the inner
contents before buying and wants the container to be unbreakable, child safe and durable.
This led to great increase in manufacturing of plastic wares in the country especially PET.

Your company is on its way to capitalize on this trend, through improved production of
plastic products and through alliances with the suppliers who have specific expertise in
the related field.

B. Opportunity

The consumption of plastic is increasing at the rapid speed as it is easy and convenient to
use and can easily be recycled. It paves a path to the companies to make new development
for the better positioning in the market. The ability to see the contents off the shelves
before buying in a transparent container is always preferred over others.

Vinayak Polycon International Limited is continuously striving to increase its production
and aims to provide better quality products to its consumers along with making strong
position in domestic market.

C. Threats

• Temporary decline in the economic activity

• Increased competition in the plastic industry due to entry of new players

• Introduction of new technologies

• Introduction of new taxes

• Any unfavourable change in Government Policies may affect the profitability of the
company.

• Threat of substitutes

• Rising cases of Takeovers or stressed companies where by Creditors have to agree to
the plan offered by the buyer / Resolution professional.

D. Segment wise or Product wise Performance

The Company deals only in one segment i.e. Plastic Containers and Closures, accordingly,
there is only single reportable segment.

E. Outlook

The Outlook of your Company is promising, in light of its refreshed mission and vision
and clear strategic framework. Vinayak Poly con International Limited leadership team
and employees at all levels are in line with the strategy and working towards making it a
success. The Company’s product development team has developed an exciting range of
plastic items which will fuel our growth in future. We will keep true to our core of being
a deep value manufacturer while maintaining a lean cost structure and an eye on the
Balance Sheet.

F. Risks and Concerns

We believe that great things never come from comfort zonesand so, we are constantly
working on way to do things better every single moment. The Company is impacted by
the change in the business environment both within the Country and globally and this
necessitates continuous valuation. In the current scenario of competitive business
environment and open economy across the world, no Company can imagine risk free
business environment. Your Company is proactively taking steps to identify and monitor
the risk and make efforts to mitigate significant risks that may affected.

The Board of Directors is continuously and carefully monitoring the risks and concerns
related to the business for example: macroeconomic factors, geographical concentration,
change in the Government policies and legislation, increase in the raw material prices etc.

Competition is increasing day-by-day in all fields of business. Similarly, there is
competition in plastic industries too. The company is facing various risks and obstacles
which includes inflation risk, credit risk, interest rate risk, non-availability of raw-
material, high prices etc.

In order to overcome such situations company is fully aware towards the preparation of
appropriate programs, adoption of suitable policies and to take corrective and
precautionary measures for safeguarding the company’s market position and further to
strengthening it.

The financial and related risks have been comprehensively covered in the Annual
Accounts of the company together with the mitigation strategy of the same. The present
and anticipated future risks are reviewed by the management of the company at regular
intervals. The management takes suitable preventive steps and measures to adequately
safeguard the company’s resources of tangible and intangible assets.

G. Adequacy of Internal Control System

VPIL effective internal controls across business processes and systems, the Company has
established a robust framework that is designed to provide reliable and quality assurance
related to the Company’s financial and operational information so that it can comply with
applicable laws and safeguard its assets. The framework comprises both entity-level
controls and business process controls.

Commensurate with the size and nature of operations, the Company has adequate systems
of internal control comprising authorization levels, supervision, checks and balances and
procedures through documented guidelines which provide that all transactions are
authorized, recorded and reported correctly and compliance with policies and statutes are
ensured.

The Audit Committee comprising of Independent Directors, regularly reviews the audit
plans, significant audit findings, implementations of internal audit recommendations,
adequacy of internal controls, compliance with accounting standards as well as reasons
for changes in accounting policies and practices, if any.

Anti-fraud programmes including whistle blower mechanisms are operative across the
company.

H. Discussion on Financial Performance with respect to Operational Performance

The financial year 2023-24 was one of the significant years in terms of growth and
sustainability. The Management at the operational level, with the extensive support of the
employees, made it possible to achieve the organizational activities at the desired levels /
targets and the cumulative efforts turned the budgets into achievements while taking full
care of its Human Capital. During the financial year 2023-24, your Company has achieved
total revenue amounting to Rs. 2153.39 Lakhs as compared to Rs. 2187.27 Lakhs in
previous financial year and Net Profit after tax (PAT) has increased to Rs. 29.45 Lakhs
from a Profit of Rs. 11.70 Lakhs in financial year 2022-23. During the financial year
increase in the Profit After Tax (PAT) is due to implementation of effective cost and
savings plans and due to change in demand of buyers there is slight dip in revenue of the
company however it picked up in later quarters.

The overview of financial performance with respect to operational performance of the
Company can be obtained from the various following ratio analysis:

Details of any change in Return on Net Worth as compared to the immediately previous
financial vear:

The economies and efficiencies resulting from constant innovation and technological
upgradations led to higher profits and improved return on net worth.

I. Human Resources Development/Training

Human resources are an essential asset for a company to achieve long-term success. To
recruit, maintain, and grow its talent pool, the Company has constantly recognized talent,
provided training, and rewarded performance. In addition, it is dedicated to promoting
employee safety and well-being, and it takes pride in luring in the talent required for its
further expansion.

At the core of our success are our employees. We look our employees as our most valuable
assets and have been working towards keeping them motivated and enthused. We believe
the motivated and enthused employees are more satisfied with their jobs and tasks, and
more productive and committed. We focus on the workplace of tomorrow that prompt a
collaborative, transparent and participative organization culture, encourage new ideas,
development and rewards of employee’s individual contribution. We have also invested
significantly in building strong knowledge resources within the organization.

As on 31^st March, 2024, the Company employed a total of 44 employees of which 10 were
Officers and 34 belong to non-executive cadre.

J. Trade Relations

Vinayak Polycon International Ltd. believes in building teams across the business and
functions with the aim to share knowledge and experience. Cross functional teams work
with clear objectives to solve the issues and create value for the company. The company
fosters open dialogue among the employees with the brief that the people, who
communicate continuously and openly, build trust and mutual respect.

The Company maintained healthy, cordial and harmonious Industrial relations at all
levels. The Directors wish to place on record their appreciation for the valuable
contribution by the employees of the Company.

K. Cautionary Statement

The Management Discussion and Analysis may contain certain statements that might be
considered forward looking. These statements are subject to certain risks and
uncertainties. Actual results may differ materially from those expressed in the Statement
as important factors could influence the Company’s operations such as Government
policies, local, political and economic development, industrial relations, and risks inherent
to the Company’s growth and such other factors. Market data and product analysis
contained herein has been taken from internal Company reports, Industry & Research
publications, but their accuracy and completeness are not guaranteed and their reliability
cannot be assured.

31. DISCLOSURE ON SECRETARIAL STANDARDS

The company complies with all applicable secretarial standards issued by the Institute of
Company Secretaries of India. The Directors have devised proper systems to ensure
compliance with the provisions of all applicable Secretarial Standards and that such systems
are adequate and operating effectively.

32. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge
and ability, confirm that

a) In the preparation of the annual accounts for the year ended 31^st March, 2024, the
applicable accounting standards have been followed and there are no material departures
from the same;

b) The Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2024 and of the profit and loss
of the Company for the year ended on March 31, 2024;

c) The Directors had taken proper and sufficient care for the maintenance of adequate
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;

d) The Directors have prepared the annual accounts on a 'Going Concern' basis.

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

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

33. DFTATTN OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE. 2016 131 of 20161

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to
disclose the details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the
financial year is not applicable.

34. OTHER DISCLOSURES

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

• There was no revision of financial statements and Board’s Report of the Company during
the year under review.

• Company has not issued equity shares with differential rights as to dividend, voting or
otherwise.

• The Company has not issued any sweat equity shares to its directors or employees.

• There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

Your directors place on records their deep appreciation to employees at all levels for their hard work,
dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled
the Company to provide higher levels of consumer delight through continuous improvement in
existing products and introduction of new products.

Your directors acknowledge wise counsel received from Statutory, Internal and Secretarial Auditors,
and are grateful for their consistent support and cooperation.

The Board places on record its appreciation for the support and co-operation, your Company has been
receiving from its suppliers, customers, shareholders, and others associates.

The Directors also take this opportunity to thank all Investors, Clients, Banks, Government and
Regulatory Authorities and Stock Exchanges for their continued support.

Date: 09.08.2024
Place: Jaipur

Registered Office: 312, Navjeevan For and on behalf of the Board of Directors

Complex, 29, Station Road, For Vinayak Polycon International Limited

Jaipur-302006 (Rajasthan)

Tel: 0141-2377007

BHARAT KUMAR BAID VIKRAM BAID

investor@,vinavakpolvcon.com MANAGING DIRECTOR WHOLE TIME DIRECTOR

www.vinavakpolvcon.com DIN: 00212506 & CFO

DIN: 00217347