Vinyl Chemicals (I) Ltd

# relates to Dividend for F.Y. 2022-2023 @ relates to Dividend for F.Y. 2021-2022 $ It is proposed not to transfer any amount to the General Reserve

Out of Current Year’s profit, the Directors recommend payment of Dividendof Rs 6.75 per equity share of Rs 1 (previous year Rs 10 per equity share comprising of Normal Dividend of Rs 5 per equity share and a Special Dividend of Rs 5 per equity share) aggregating to Rs 12,37,75,499 (Previous Year Rs 18,33,71,110) on 1,83,37,111 equity shares of Rs 1 each. Dividend is subject to approval of members at the ensuing Annual General Meeting and shall be subject to deduction of income tax at source, as applicable.

Performance: a. The Company’s current business is in Chemicals which is trading mainly in Vinyl Acetate Monomer. b. During the year, the sales turnover from Trading activity was Rs 57,026 lacs as against Rs 96,211 lacs in the previous year. c. During the year, the Company earned Net Profit ofRs 2,185 lacs as against Rs 3,564 lacs in the previous year.

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

In accordance with the provisions of the Companies Act, 2013 (the Act) and Articles of Association of the Company, Shri N.K. Parekh, a Director of the Company, retires by rotation and being eligible, offers himself for re-appointment. Shri L. Viswanathan and Smt. Shailashri Bhaskar were appointed as Additional Directors (Independent) w.e.f. 6^th March, 2024 by the Board of Directors. In the opinion of the Board, they possess requisite expertise, experience and integrity including proficiency. The Board, based on the had proposed to appoint them as Independent Directors of the Company for first term of five consecutive years upto

5^th March, 2029. The Members of the Company have approved their appointment as Independent Directors by passing special resolutions by means of Postal Ballot process on 25^th April, 2024 and they are not liable to retire by rotation. Smt. Y. J. Mogrelia and Shri A. D. Mavinkurve have ceased to be Independent Directors of the Company on completion of their second term of five consecutive years on 31^st March, 2024. The Board place on record its sincere appreciation for the services rendered by them during their tenure as Independent Directors.

None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Company has, inter alia, received the following declarations from all the Independent Directors confirming that: they meet the criteria of independence as prescribed under the provisions of the Act, read with the Rules made thereunder and the Listing Regulations;

they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act and they have registered themselves with the Independent Directors’ Database maintained by the Indian Institute of

Corporate Affairs.

The Annual Return of the Company as on 31^st March, 2024 is available on the website of the Company at www.vinylchemicals.com.

During the year, the Board of Directors met 5 times. The details of Board Meetings are given in the Corporate Governance Report section of this Annual Report.

Particulars of Loans, Guarantees or Investments under Section 186 of the Act are given in the Notes forming part of the Financial Statements for the year ended 31^st March, 2024.

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

Particulars of arrangements with related parties as referred to in Section 188(1) of the Act for the Financial Year 2023-2024 are given in the prescribed Form AOC–2, which is annexed as Annexure 1.

Disclosure of related party transactions with the promoter(s)/promoter group which individually hold 10% or more shareholding of the Company, as per Indian Accounting Standards, are set out in Note No. 35 of the Financial Statements of the Company.

The Policy on Related Party Transactions as recommended by the Audit Committee and as approved by the Board is uploaded on the Company’s website at www.vinylchemicals.com.

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

The Annual Report on Corporate Social Responsibility (CSR) activities as required under Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is annexed as Annexure 2. The CSR Policy of the Company and details of projects can be accessed on the Company’s website at www.vinylchemicals.com.

The Remuneration Policy of the Company is available on the Company’s website at www.vinylchemicals.com. The remuneration paid to the Directors are as per the terms laid out in the Remuneration Policy of the Company.

The following statutory Committees constituted by the Board function according to their respective roles and defined scope: a. Audit Committee b. Nomination and Remuneration Committee c. Corporate Social Responsibility Committee d. Stakeholders Relationship Committee The details of composition, terms of reference and number of meetings held during the year of the above Committees are given in the Corporate Governance Report section of this Annual Report.

All recommendations made by the Audit Committee have been accepted by the Board.

M/s. Khanna & Panchmia, Chartered Accountants (FRN: 136041W) will complete their second term of five consecutive years as Statutory Auditors at the conclusion of the ensuing Annual General Meeting.

There are no qualifications, reservations, adverse remarks

Statements of the Company for the Financial Year ended 31^st March, 2024.

During the year under review, the Auditors have not reported any matter under Section 143(12) of the Act.

The Board of Directors have recommended the appointment of M/s. Mehul Gada & Associates, Chartered Accountants

(FRN:156057W) as the Statutory AuditorsoftheCompanyforatermoffiveconsecutive years commencing from the

Financial Year 2024-2025 upto the Financial Year 2028-2029.

M/s. Mehul Gada & Associates have confirmed their eligibility and qualifications as required under the Act, for holding the office as the Statutory Auditors of the Company.

The Company has no Subsidiaries, Associates and Joint Venture Companies.

The Company has established a Vigil Mechanism and adopted a Whistle Blower Policy for its Directors and employees. The details of the policy are posted on the Company’s website at www.vinylchemicals.com. For further details, please refer to the Report on Corporate Governance, which forms a part of this Annual Report.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Parikh & Associates, Practising Company Secretaries, to undertake the Secretarial Audit of the Company for the Financial Year 2023-2024.

The Secretarial Audit Report for the Financial Year 2023-2024 under the Companies Act, 2013 read with Rules made thereunder and Regulation 24A of the Listing Regulations, is set out in Annexure 3. There are no qualifications or adverse remarks in their Report.

The Company has not accepted any deposit covered under Chapter V of the Act during the Financial Year 2023-2024.

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

The Company has appointed Internal Auditors who periodically audit the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements.

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

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

the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profits of the Company for the year ended on that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

The Company is committed to good corporate governance practices. Report on Corporate Governance in accordance with Regulation 34 read with Schedule V of the Listing Regulationsalongwith certificatefrom M/s. Parikh & Associates, Practising Company Secretaries, is given separately in this Annual Report.Therequisitecertificatefor no disqualification of Directors received from M/s Parikh & Associates, Practising Company Secretaries, is attached to the Report on Corporate Governance.

Management Discussion and Analysis Report for the year under review as stipulated under the Listing Regulations is given in a separate section of this Annual Report. For the sake of brevity, the items covered in this Report are not repeated in the Management Discussion and Analysis Report.

Disclosure pertaining to remuneration as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 4. Details of employees remuneration as required under provisions of Section 197 of the Act and Rule 5(2) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any modifications thereof) shall be made available on request by any Shareholder.

The particulars under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, to the extent applicable to the Company, is annexed as Annexure 5.

The Board of Directors of the Company have carried out evaluation of its own performance, its Committees and individual Directors. The result of the evaluation is satisfactory, adequate and meets with the requirements of the Company. For further details, please refer to the Report on Corporate Governance, which forms a part of this Annual Report.

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

General: a) The Company has not issued Sweat Equity Shares and Equity Shares with Differential Rights during the Financial Year 2023-2024. b) The Company does not have Employees Stock Option Scheme. c) No Significant and Material Orders were passed by the Regulators against the Company during the Financial Year

2023-2024. d) The Company has complied with the provisions relating to formulation of Prevention of Sexual Harassment Policy and constitution of Internal Complaints Committee under The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder and no complaints were received by the Company during the Financial Year 2023-2024 under the said Act. e) There have been no material changes and commitments affecting the financial position of the Company after the end of financial year till the date of this Report. f) The Company has complied with the Secretarial Standards issued by Institute of Company Secretaries of India on Meetings of Board of Directors and General Meetings. g) The Central Government has not specified maintenance of cost records under Section 148(1) of the Companies

Act, 2013 for the Company. h) No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution. i) There has been no change in the nature of business of the Company.

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

FOR AND ON BEHALF OF THE BOARD