Dear Stakeholders,
Your Directors have pleasure in presenting the 39th Director's Report of M/s. Virgo Polymers India Limited (the Company) and along with it, the Audited Financial statements for the financial year ended 31st March 2024.
1. FINANCIAL RESULTS:
The financial results of the Company for the year ended 31st March 2024 is summarized below:
PARTICULARS
Revenue from operations
Other Income
Total Income
Total expenses
Profit/(Loss) before tax
Exceptional Item
Transfer to Reserve
Profit / (Loss) carried to Balance sheet
2. BUSINESS PERFORMANCE:
During the year under review, your company has made profit of Rs. 2,14,90,929/- against Rs. 63,01,396/- profit in the previous financial year. There is no change in the nature of business of the Company
3. SHARE CAPITAL:
The Paid-up Equity Share Capital as on March 31, 2024 was Rs. 3,40,00,000. There is no change in the Share Capital of the Company during the financial year.
4. DIVIDEND:
The Board of Directors wish to conserve the profit for future development and expansion and hence have not recommended any dividend for the financial year 2023-24.
5. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:
The company has neither given any loans or guarantees nor made any investments as covered under the provisions of section 186 of the Companies Act, 2013 during the financial year 2023-24.
POLYMER
6. TRANSFER TO RESERVES:
During the year under review, no amount has been transferred to the general reserve of the Company.
7. DEPOSITS:
The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the said financial year.
8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business, and the details of the same are furnished under notes on account and also annexed as Annexure II in form AOC- 2. There are no materially significant related party transactions made by the company with promoters, directors, key managerial personnel or other designatedpersonnel or other designated persons, which may have potential conflict with interest of the company at large.
9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Industry Structure and Developments:
Presently the Company is manufacturing an extensive range of FIBC (Jumbo bags, big bags, bulk sacks) in various designs and sizes. FIBC is one of the most cost effective and ideal type of packaging solutions for transportation and storage of goods. These bags are made of polypropylene fabric.
Opportunities and Threats:
Our Company project has resulted in high quality output which has resulted to tie up long term contracts with the Customers. Our main concern is, continuous competition from other manufactures in the same line of production.
Segment wise performance:
The Performance of the products of the Company namely FIBC (Jumbo bags, big bags, bulk sacks) in various designs and sizes which are made up of polypropylene fabric are satisfactory and the only problem faced by the Company is power interruption and power failure which are beyond control.
Risks and Concerns:
Our main concern is, continuous competition from other manufacturers in the same line of production by reducing the price in the market due to which the Company has to reduce the price to retain its share in the market.
10. RISK MANAGEMENT POLICY:
The Company continues to have an effective Risk Management process in place. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company. Major risks, if any, identified by the business and functions are systematically addressed through mitigating action on a continuous basis.
11. NOMINATION AND REMUNERATION POLICY:
Pursuant to Section 178(3) of the Companies Act, 2013, the Board has, on the recommendation of the nomination and remuneration committee framed a policy for selection and appointment of directors, key managerial personnel, senior management personnel and their remuneration. The remuneration policy approved by the board of Directors is available on the website of the Company www.fibcbigbags.com
12. BOARD POLICIES:
The Company has the following policies which are applicable as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which are placed on the website of the Company www.fibcbigbags.com
a) Code of Conduct for Directors and Senior Management
b) Nomination and Remuneration Policy
c) Policy on Disclosure of Material Events
d) Policy on preservation of Documents
e) Policy on archival of data
f) Whistle Blower Policy
g) Policy on Related Party Transactions
h) Policy of Directors' Appointment and Remuneration
i) Policy on Sexual Harassment of woman at work place (Prevention, prohibition and redressal) Act, 2013.
Since your Company's Paid-up Capital and Net worth is less than Rs. 10 Crores and Rs. 25 Crores respectively, the provisions of SEBI (LODR) Regulations, 2015 relating to corporate governance is not applicable.
13. PARTICULARS OF EMPLOYEES:
There are no employees falling within the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Information of employees as per Rule 5(2) of the said Act for the year is “Nil”.
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14. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT:
Training on all sectors is given to its employees periodically and motivated to work in line with the development of the industry. The willingness and commitment of the employees help the company to stand tall among its customer in quality and service.
15. DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT. 2013:
The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. The policy is uploaded and can be viewed on the Company's website www.fibcbigbags.com
During the year and under review the Company has not received any complaints on sexual harassment.
16. PARTICULARS OF SUBSIDIARIES. ASSOCIATES AND JOINTVENTURE COMPANIES:
The Company does not have any Subsidiaries, Associates and Joint Venture Companies.
17. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF REPORT:
There are no material changes and commitments occurred between the end of the financial year of the company to which the financial statements relate and the date of the report, affecting the financial position of the company.
18. DIRECTORS & KEY MANAGERIAL PERSONNEL:
The Following are the Directors and the Key Managerial Personnel of the company:
Mr. Vivek Ramsisaria
Managing Director
Mr. Varun Ramsisaria
Whole-Time Director
Mrs. Mamta Ramsisaria
Mr. Rishav Sethia
Independent Director
Mr. Sagar Ramsisaria
Mr. Sunil Saraf
Non-Executive Director
Directors' appointment / Re-appointment:
> To appoint a director in place of Mrs. Mamta Ramsisaria (DIN: 02562426) who retires by rotation and being eligible offers herself for re-appointment.
> To Re-appoint Mrs. Mamta Ramsisaria (DIN: 02562426) as Whole time Director of the Company for a period of Five Consecutive Years w.e.f 28th May 2025 and approval for Increase in Remuneration.
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> To Re-appoint Mr. Varun Ramsisaria (DIN: 01107837) as Whole time Director of the Company for a period of Five Consecutive Year w.e.f 28th May 2025 and approval for Increase in Remuneration.
> To Re-appoint Mr. Rishav Sethia (DIN: 08565518) as Independent Director of the Company for a second term of Five consecutive year w.e.f 17th March 2025
> To Re-appoint Mr. Sagar Ramsisaria (DIN: 07452390) as Independent Director of the Company for a second term of Five consecutive year w.e.f 27th February, 2025.
Company Secretary & Chief Financial Officer:
Miss. Sweety Goyal (Resigned w.e.f 20th May 2024)
Company Secretary and Compliance Officer
Mr. Shyam Kishore (Resigned W.e.f 31st January 2024)
Chief Financial Officer
Mrs. T. Bhavani (Appointed W.e.f 31st July 2024)
Composition of committees of the board:
19. NUMBER OF MEETINGS OF THE BOARD AND BOARDS' COMMITTEE:
The Board meets at regular intervals to discuss and decide on business strategies / policies and review the financial performance of the Company. The Board Meetings are pre-scheduled, and a tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate the Directors to plan their schedules.
Meeting
Board Meeting
Audit Committee
Nomination & Remuneration Committee
The interval between two Board Meetings was well within the maximum period mentioned under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations Requirements) Regulations, 2015.
20. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil Mechanism policy for directors and employees to report concerns about unethical behaviors, actual or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against the victimization of employees who avail themselves of the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee. It is affirmed that during the Financial Year 2023-24, no employee has been denied access to the Audit Committee. The vigil mechanism policy is also available on the Company's website www.fibcbigbags.com
21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has formulated a Framework on Internal Financial Controls In accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations and they are operating effectively.
The systems are periodically reviewed by the Audit Committee of the Board for identification of deficiencies and necessary time-bound actions are taken to improve efficiency at all the levels. The Committee also reviews the observations forming part of internal auditors' report, key issues and areas of improvement, significant processes and accounting policies.
22. ANNUAL EVALUATION BY THE BOARD:
In compliance with the Companies Act, 2013, the performance evaluation of the Board and its Committees were carried out during the year under review.
The evaluation framework for assessing the performance of Directors comprises of the following key areas:
a) Attendance of Board Meetings and Board Committee Meetings.
b) Quality of contribution to Board deliberations.
c) Strategic perspectives or inputs regarding future growth of Company and its performance.
d) Providing perspectives and feedback going beyond information provided by the management.
e) Commitment to shareholder and other stakeholder interests.
f) The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.
23. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company is following the applicable Secretarial Standards as prescribed and formulated by the Institute of Company Secretaries of India during the financial year 2023-24, to the extent as applicable.
24. INDEPENDENT DIRECTORS:
a) Declaration of Independent Directors:
The Company has received necessary declaration from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that the Independent Directors of the Company meet the criteria of their Independence laid down in Section 149(6).
b) Independent Directors Meeting:
The meeting of the Independent Directors was held on 8th February, 2024 as per schedule IV of the Companies Act, 2013.
c) Familiarisation Programme for Independent Directors:
The familiarization program is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarization program is available on the website of the Company at www.fibcbigbags.com
2 5.LISTING WITH STOCK EXCHANGES:
Shares of the Company are listed on BSE Limited and the Company confirms that it has paid the annual Listing Fees for the year 2023-24.
26. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.
27. AUDITORS AND AUDITORS REPORT:
a) STATUTORY AUDITORS:
M/s. Venkat And Rangaa LLP, Chartered Accountants, (Firm Registration Number: 004597 S) has been appointed as statutory auditor of the company for the term of five years in the 37th Annual General Meeting which held on 12th September 2022 and they continue to be the Auditors till 42nd Annual General Meeting.
The Auditors' Report for Financial Year ended 31st March 2024 does not contain any qualification, reservation or adverse remark. Hence, there is no requirement for the Board to provide any explanation or comment on the same. The Auditors' Report is enclosed with the financial statements in the Annual Report and the same is selfexplanatory.
b) SECRETARIAL AUDITOR & REPORT:
Pursuant to the requirements of Section 204 (1) of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mrs. Lakshmmi Subramanian of M/s. Lakshmmi Subramanian & Associates, Practising Company Secretaries (Membership No.3534 CP:1087) was appointed to conduct secretarial audit for the financial year 2023-2024.
The Secretarial Audit Report as received from the Secretarial Auditor is annexed to this report as Annexure - I. The Secretarial Audit report contain certain observation remarks.
Boards Reply:
The Board of Directors taking necessary actions to rectify the observation remarks in the Secretarial Audit Report
c) INTERNAL AUDITORS:
The Company has appointed M/s. Mardia & Associates, Chartered Accountants as the internal Auditors of the company for the Financial Year 2024-2025. The Audit Committee determines the scope of Internal Audit in line with regulatory and business requirements.
d) COST AUDITOR:
Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) Amendment rules, 2014 the Company does not fall under the purview of Cost Audit.
28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations
29. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR AND PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR AND KMP:
(Rs. In lakhs)
S.No.
Name
Designation
1.
Vivek Ramsisar ia
2.
Mamta Ramsisar ia
Whole Time Director
3.
Varun Ramsisar ia
4.
Shyam Kishore
CFO
30. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:
The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company.
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The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.
The Code lays down the standard of Conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management Personnel have confirmed Compliance with the Code.
31. CORPORATE SOCIAL RESPONSIBILITY:
Since the provisions of section 135 of the Companies Act, 2013 is not applicable to the Company as the limits are not breached, a report on CSR activities is not annexed in this Annual report.
32. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as at March 31, 2024 is uploaded on the website of the Company and can be accessed at www.fibcbigbags.com
33. DISCLOSURE REQUIREMENTS:
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of the view that such systems are adequate and operating effectively.
34. DIRECTORS' RESPONSIBILITIES STATEMENT:
Pursuant to the requirement under Section 134 (3) (c) of Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:
1. in the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures
2. 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 at the end of the financial year and of the Profit or Loss of the Company for that period.
3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
4. The Directors have prepared the Annual accounts on a going concern basis.
5. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
6. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating.
35. CORPORATE GOVERNANCE REPORT:
As on 31st March, 2024, the Company's Paid-up Capital and Net worth is less than Rs. 10 Crores and Rs. 25 Crores respectively. Hence, compliance with respect to Regulations 1727 of SEBI Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 will not apply to the company.
36. PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 21711) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES. 1988.
> Conservation of energy: -
1. The steps taken or impact on conservation of energy: N.A.
2. The steps taken by the Company for utilizing alternate sources of energy: N.A.
3. The capital investment on energy conservation equipment: N.A.
> Technology absorption:
1. The efforts made towards technology absorption: N.A
2. The benefits derived like product improvement, cost reduction product development or import substitution: N.A
3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -
• The details of technology imported: N.A
• The year of import: N.A
• Whether the technology been fully absorbed. N.A.
4. If not fully absorbed, areas where absorption has not taken place and the reasons thereof; and: N.A.
5. The expenditure incurred on Research and Development. N.A.
> Foreign Exchange Earnings And Outgo:
Details
Export Sales
Exchange fluctuation on export
Expenditure in Foreign Exchange
Travel Expenditure - Directors
CIF value of imports - Raw Materials - Calcium Carbide
37. ACKNOWLEDGEMENTS:
Your directors wish to place on record their appreciation of the Contributions made by employees at all levels, towards the continued growth and prosperity of your Company. Directors also take this opportunity to convey theirs thanks to all the valued shareholders of the Company and to the Bankers for their valuable services.
38. CAUTIONARY STATEMENT:
The statements contained in the Board's Report and Management Discussion and Analysis Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.
By and on behalf of Board of Directors For Virgo Polymers India Limited
Sd/-
Vivek Ramsisaria
Varun Ramsisaria
DIN: 09142187
DIN: 01107837