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Vikas Ecotech Ltd
Industry :  Plastics Products
BSE Code
ISIN Demat
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As on: Sep 27, 2022 11:12 AM

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company, along with the audited financial statements, for the financial year ended March 31, 2021.


The financial performance of the Company for the year 2020-21 is summarized below:

(Rupees in Lacs)
Particulars 2020-21 2019-20
Net Sales /Income from Business Operations 11617.77 19218.85
Other Income 455.74 700.75
Total Income 12073.52 19919.60
Cost of material consumed 10492.12 16391.88
Employee Benefit Expense 240.14 312.78
Financial Costs 1816.22 1940.75
Other Expenses 436.06 1346.29
Profit before Depreciation (911.03) (72.10)
Less: Depreciation 396.30 476.80
Add : Exceptional items - 837.30
Net Profit/Loss Before Tax (1307.33) 288.39
Less: Current Tax 0.03143 100.40
Less: Previous year adjustment of Income Tax 98.00 89.66
Less: Deferred Tax 29.63 (3.49)
Profit/Loss for the Period (1435.00) 101.82

The financial statements for the year ended March 31, 2021, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

During the year under review, the Company achieved a turnover of Rs. 11617.77 Lacs as against Rs. 19218.85 Lacs for previous year whereas, the Loss of the Company for the period under review were Rs. (1435.00) Lacs as compared to profit of the company Rs. 101.82 Lacs in the previous year. This happened due to the outburst of the pandemic "COVID-19 which was felt across the economy and the Company faced a disturbance in its business operations, supply chain, demand thereby the sales and profits of the Company declined substantially as against the previous financial year. Though almost the at the beginning of current fiscal, second wave of the Covid-19 pandemic again disturbed the entire business spectrum across the world, however your management is optimistic to back on track in near future and register good volumes with profitability.


Vikas Ecotech Limited established in the year 1984, primarily engaged in the business of manufacturing of Specialty Chemicals focused on Specialty Chemical Additives and Specialty Polymer Compounds. Our Company is also ISO 9001:2015 certified company. Over the years, we have established ourselves as a successful manufacturer of Specialty Chemicals Additives and Specialty Polymer Compound. Our products cater various industries such as agriculture and infrastructure, packaging, organic and inorganic chemicals, electrical, FMCG, footwear, pharmaceuticals, automotive, medical devices and components and other consumer goods.


The Authorised Share Capital of the Company has increased from Rs. 33,00,00,000 to Rs. 75,00,00,000 by passing special resolution on March 14, 2021 through postal ballot dated February 9, 2021. The Authorized Share Capital of the Company as on March 31, 2021 was Rs. 75,00,00,000 divided into 75,00,00,000 Equity Shares of Re.1 each.

Paid-up Share Capital

As on March 31, 2021, the Issued and Paid up Share Capital of the Company stood at Rs. 27,98,99,675/- divided into 27,98,99,675 Equity shares of face value of Re. 1/- per share.


During the period under review, there was no change in the name of the Company.


The Equity Shares of your Company are listed and traded at BSE and National Stock Exchange of India Limited.


In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') Management Discussion and Analysis report ("MD&A Report") providing a detailed overview of your Company's performance, industry trends, business and risks involved is provided separately and is forming part of the Annual Report.


During the year, under review your Company does not have a subsidiary, joint venture or associates, hence reporting requirements are not applicable.


In view of the losses incurred, your Directors do not recommend any dividend for the year under review


The Company believes in adhering to the best corporate governance practices and its philosophy emphasizes on fair and transparent governance and disclosure practices which helps your Company to follow the path of its vision and mission. It strongly believes in developing best corporate governance policies and procedures based on principles of fair and transparent disclosures, equity, accountability and responsibility.

A detailed report on Corporate Governance, in terms of Regulation 34 of the Listing Regulations is forming part of the Annual Report. A certificate confirming compliance with requirements of Corporate Governance as enumerated under the extant provisions of Listing Regulations issued by Mr. Pankaj Kumar Gupta, Proprietor of Kumar G & Co., Company Secretaries is also annexed to the said report.


In line with the provisions of the Companies Act, 2013, the Company has framed its Corporate Social Responsibility (CSR) policy for development of programme and projects for the benefit of weaker sections of the society and to promote the education within the local limits and the same has been approved by Corporate Social Responsibility Committee (CSR Committee) and the Board of Directors of the Company. The Corporate Social Responsibility (CSR) policy of the Company provides a road map for its CSR activities.

The said CSR policy of the Company is also available on the Website of the Company at www.vikasecotech. com

The Company has duly constituted a Committee under the nomenclature of Corporate Social Responsibility Committee consisting of majority of non-executive independent Directors responsible for monitoring and reviewing the policy from time to time and to ensure the proper compliance.


Board of Directors

The Board of Directors provides strategic direction and supervision to an organization. Your Company's Board consists of learned professionals and experienced individuals from different fields.

Presently, the Board comprised of Two Executive Directors and Four Non-Executive Directors, three out of the four Non-Executive Directors were Independent Directors including one woman Director. During the period under review there was no change in the composition of Board of Directors except Mrs. Vibha Mahajan, ceased to be director of the company w.e.f. August 11, 2020 due to expiry of her tenure of appointment and Mrs. Reena Sharma has resigned from the post of Independent Director of the Company w.e.f. January 30, 2021.

Post the period under review, Ms. Kratika Godika (DIN: 08825445) was appointed as Additional Director (Independent, Non- Executive) w.e.f. June 4, 2021 and the Board of Directors of your Company has recommended her appointment as an Independent Director of the Company.

The information of Directors, seeking appointment/re-appointment, pursuant to Regulation 36(3) of the Listing Regulations and Companies Act, 2013 is provided in the notice of the 36th Annual General Meeting of the Company.

The Board is grateful for their support and places on record its appreciation for the responsibilities shouldered by them in their respective roles.

Key Managerial Personnel

The Board of your Company consisted of the following Key Managerial Personnel (KMP'S) as on the year ended March 31, 2021:

Chief Financial Officer : Mr. Amit Dhuria
ii. Chief Executive Officer : Mr. Dinesh Bhardwaj
iii. Company Secretary : Mr. Prashant Sajwani

During the financial year under review, Ms. Pooja Vanjani resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f June 1, 2020. Thereafter. Mr. Prashant Sajwani was appointed as the Compliance Officer and Company Secretary of the Company w.e.f June 1, 2020 and July 31, 2020 respectively.


The Independent Directors have confirmed that they meet the criteria of Independence as stipulated under Section 149(6) of the Companies Act, 2013 read with the Regulation 16(1)(c) of the Listing Regulations and they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence as an Independent Director of the Company.

The Board conforms to the declaration of the Independent Directors and there being no doubts as to veracity of the same, places the same on record.


In compliance with the requirements of Companies Act, 2013 and Listing Regulations your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. www.vikasecotech.com.

Details of scope, constitution, terms of reference, numbers of meetings held during the year under review along with attendance of Committee Member are provided under Corporate Governance Report forming part of the Annual Report.


In line with the statutory requirements enshrined under the Companies Act, 2013 and the Listing Regulations, the Board carried out a performance evaluation of itself, its Committees, the Chairman and each of the other Directors. The performance evaluation was carried out on the basis of framework approved by the Nomination and Remuneration Committee. The Committee had unanimously consented for an 'in-house' review built on suggestive parameters. Based on the suggestive parameters approved by the Nomination and Remuneration Committee, the following evaluations were carried out:

• Review of performance of the non- independent Directors and Board as a whole by Independent Directors.

• Review of the performance of the Chairperson by the Independent Directors.

• Review of Board as a whole by all the Members of the Board.

• Review of all Board Committees by all the Members of the Board.

• Review of Individual Directors by rest of the Board Members except the Director being evaluated. AUDIT AND AUDITORS

Statutory Audit

M/s KSMC & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company at the 31st Annual General Meeting held on 30th September, 2016. Their term of appointment was five years till 36th AGM of the Company.

M/s KSMC & Associates, Chartered Accountant, Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and being eligible offer himself for re-appointment who shall hold the till conclusion of the 41th Annual General Meeting of the Company. Further, they have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

Further, there are no qualifications, reservations or adverse remarks in the Report issued by M/s KSMC & Associates, Statutory Auditors, for the financial year ended 31st March, 2021. The Statutory Auditors have also not reported any incident of fraud to the Audit Committee during the year under review. Remarks made in the Auditors' Report are self-explanatory and do not call for any further comments from your Directors.

Secretarial Audit and Secretarial Compliance Report

M/s. Kumar G & Co., Company Secretaries were appointed as the Secretarial Auditors of your Company to carry out the Secretarial Audit for the financial year under review. The Secretarial Audit Report issued by the Secretarial Auditors in Form No. MR-3 is annexed with this Report.

In terms of extant provisions of Listing Regulations read with SEBI circulars issued on the subject, a Secretarial Compliance Report was also obtained by the Company from the Secretarial Auditors and the same was also intimated to the StockExchange.

There are no qualifications or reservations in the Secretarial Audit Report or in the Annual Secretarial Compliance Report. Further, few comments are self explanatory and does not need any comments from the management.

However, certain remarks have been made by the auditor in the reports to which your management would like to convey its comments and clarification. The following represents the auditor's remark along with comments from management.

Observation: The Company has not givenadvance notice of 5 days (excluding the date of theintimation and date of themeeting) to the Exchangeintimating about the board meeting held on January 23,2021. Though the Company claimed that notice was shorter by 1 day only due to some technical glitches, BSE and NSE advised the Company to pay a fine of Rs.10,000/- which was subsequently paid.

Our Comment: The Company has paid the fine advised by the Stock Exchanges, within due timeline. Hence, no comment is required.

Cost Audit

As per the extant provisions of Section 148 of the Companies Act, 2013, the cost records for the products requiring cost audit has been maintained by the Company in a timely and proper manner, the same was also made available to the Cost Auditors of the Company for their audit. M/s. JSN & Co., Cost Accountants, were engaged to carry out Audit of Cost Records of the Company during Financial Year 2020-21.


Post the period under review, the Board of Directors in their meeting held on July 7, 2021 allotted 36,38,69,577 Equity Shares of face value of Re. 1 each at a price of Rs. 1.35 per Equity Share on right basis. Consequently, the issued & paid up Capital of the company stands increase from Rs. 27,98,99,675 to Rs. 64,37,69,252. As on signing on this report, the Issued and Paid up Share Capital of the Company stood at Rs. 64,37,69,252 divided into 64,37,69,252 equity shares of face value of Re. 1/- per share.


The Board of Directors of the Company has established a Policy on Vigil Mechanism for the Directors/KMP and Employees of the Company to report their genuine concerns or grievances relating to actual or suspected fraud, unethical behavior, violation of the Company's Code of Conductor Ethics Policy, and any other event which would adversely affect the interests of the business of the Company. Direct access is provided to the whistle blowers to reach Chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company. The Company has also provided adequate safeguards against victimization of employees and directors who express their concerns. The copy of Company's vigil mechanism is available at the website of the Company www.vikasecotech.com.


Your Company believes in principles of gender equality and endeavors to provide a healthy and respectable work environment. It has developed a framework for employees to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information. During the year under review, no complaints ofany event/ occurrence of an act of sexual harassment were reported/noticed by the management.


Your Company follows the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm's length basis as part of its philosophy of adhering to highest ethical standards, transparency and accountability. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. The same is available on the Company's website www.vikasecotech.com.

Omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseeable and repetitive nature, in all other cases prior approval of Audit Committee is taken for entering into a related party transaction. All Related Party Transactions are placed on a quarterly basis before the Audit Committee and before the Board for their review.

Further, pursuant to the provisions of Section 188 read with the relevant rules the Company has also considered to take the prior and blanket approval for the routine transactions with its related parties for entering into any transaction(s) creepingthe limit specified in the aforesaid section.

During the year, no material contracts or arrangements with related parties not in Ordinary course of business or on arm's length basis were entered. Further, details of related party transactions are provided under notes to financial statements and Form AOC-2 is annexed with the Board Report.


The Audit Committee and Board periodically reviews adequacy of Company's checks and controls for risk management. The Board has developed a Risk Management Policy which identifies elements of business & other risks involved and constantly work towards curbing the same. Adequacy of internal financial controls with reference to the Financial Statements is also assessed and reviewed periodically. Your Board is of the view that the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.

In addition, testing of adequacy of internal controls was also carried out independently by the Statutory Auditors of theCompany.


Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at 31st March, 2021 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;

b) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

c) 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 at the end of the financial year and of the profit of the company for that period;

d) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

e) the internal financial controls to be followed by the company were laid down and such internal financial controls were adequate and were operating effectively; and

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


Details of Significant and Material Orders passed by the regulators/Courts/Tribunals impacting the Going Concern Status and the Company's Operations in Future

There are no significant and material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.

Particulars Regarding Conservation of Energy and Research and Development and Technology Absorption

Details of steps taken by your Company to conserve energy through its "Sustainability" initiatives, Research and Development and Technology Absorption have been disclosed as part of the Annual Report.

Secretarial Standards

During the year under review the Company has complied with all applicable Secretarial Standards issued by Institute of Company Secretaries of India.


The Company has neither accepted any deposits during the year under review nor has any outstanding deposits from any of earlier years for repayment.

Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

Disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are forming part of the Annual Report.

Remuneration Policy

The Company has a remuneration policy which provides for basis for fixation of remuneration of Directors, Key Managerial Personnel and Senior Management Officials of the Company. The remuneration policy of the Company is largely based on factors like hierarchy, industry practices and performance of respective individuals. The policy is available on the website of the Company at www.vikasecotech.com.

Particulars of Loans, Guarantees or Investments

In terms of Section 186 of the Companies Act, 2013, particulars of inter-corporate loans, guarantees and investments are provided in the notes to Financial Statements.

Annual Return

The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 of your Company for the financial year under review is available at website of your Company www.vikasecotech.com under the "Investor Zone" section.

Impact of Covid-19 on Declaration of Results

The financial statements of the Company were approved by the Board of Directors on July 14, 2021 and the same were approvedwithin the time frame which was revised by the Securities and Exchange Board of India (SEBI) due to the pandemic COVID-19. All the figures mentioned in the Annual Report are taken from the financials approved and released in the public domain onsuch date.

The financial results for the Financial Year as on March 31, 2021 are also available on the website of the Company, www.vikasecotech.com


The Board expresses its gratitude to all the customers, shareholders, suppliers, bankers, business partners/ associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company and its sincere appreciation to all the employees for their hard work and commitment, their dedication and competence has ensured that the Company continues to be a significant and leading player in the industry while serving and keeping the interest of its stakeholders and the society at large.

For and on behalf of Board
Vikas EcoTech Limited
Gyan Prakash Govil Vikas Garg
Place: New Delhi (Chairman) (Managing Director)
Date: 31.08.2021 DIN:08477296 DIN:00255413