To,

The Members of Marvel Vinyls Limited

Your directors are pleased to present the Company's 37^th Annual Report on the business & operations of the Company and Audited Statement of Accounts for the year ended 31^st March 2022 along with the Auditor's Report thereon.

FINANCIAL PERFORMANCE

The Company's financial performance, for the year ended March 31, 2022 is summarized below:

COMPANY STATE OF AFFAIRS AND OUTLOOK

During the year production was 25384 Mt. as compared to 24372.42 Mt in previous year. The Gross business receipt of your Company during the year was Rs. 29749.11 Lakh as compared to Rs. 24789.37 Lakh during the previous year representing a increase of 20.00%.

Your Company is one of the largest manufacturers of synthetic leather in India having an installed capacity 20 million linear meters per annum with five coating lines operations at different locations. To overcome the current market situation and to keep the growth momentum moving, your Company intend to mark its presence in new areas, new segment to explore new customers and new markets.

The export of the Company increased from Rs 486.89 Lakh in preceding year to 562.11 Lakhs in current financial year 2021-22. Auto Companies are exploring India as a hub for setting up manufacturing facility to meet the demand for export. With more and more models approving

your company's products in Domestic Automobile Industry, your Company expects to achieve good growth in future.

With the capacity of adding new product range to cater the customers ever changing demands we do not foresee any problem on demand side of our industry. However, exchange fluctuations with the trend of depreciating Rupees against the US Dollar and increasing trend of prices for petroleum products may impact us on account of time lag in passing the increase in prices to our customers. Company is fully geared to tackle the same in usual course of business.

Your Company has put in concerted efforts on costs optimization and reduction of General and Administrative expenses to improve the cost base.

The current economic scenario and looking at the improvement in the industrial growth across the globe, your Company is sure of giving the exemplary performance. Today, the companies are operating in environment where the survival of the fittest is the law of land. The major contributing factor towards the success of your Company is the customer centric approach, ability to analyze and satisfy the demand of the customers, development of new products, introduction of new ideas, reduction into cost reduction and value addition to protect the margin as well as helping the customers to increase their margin. Your Company is now on fast track adopting to change in the economic scenario and technological innovations keeping in mind the object of enjoying the status of leading player in this industry.

LISTING AT STOCK EXCHANGE

The equity shares of the Company were listed at Bombay Stock Exchange Limited, Delhi Stock Exchange Limited, Jaipur Stock Exchange, Madras Stock Exchange, Ahmadabad Stock Exchange and Calcutta Stock Exchange. However, as per the information available with us, except Bombay Stock Exchange, all the above-mentioned Stock exchanges have stopped functioning and have already been derecognized vide varied SEBI orders. As on date, the Company remains listed at only BSE. The Company scrip's trading is suspended from stock exchange since September 10, 2001; therefore, company's scrips cannot/have not traded since then.

The promoters of the Company felt it prudent to offer exit to its public shareholders who have been stuck with the illiquid scrips for a considerable period of time. Accordingly, delisting of the Company from the Stock Exchange was felt appropriate. Since the Company was not in a position to comply with certain provisions of the SEBI Delisting Regulations, the Company, vide its letter dated March 8, 2021, approached SEBI seeking exemption / relaxations from such provisions.

Based on the Company's above application, SEBI, vide its letter dated September 30, 2021, granted the following exemptions / relaxations :

Apart from the above relaxation / exemption granted, SEBI has also stipulated the following major conditions for compliance by the Acquirer / Company, which are beyond and in addition to the requirements of the SEBI Delisting Regulations:

(a) Company to initiate the voluntary delisting of the Equity Shares within 1 month of the SEBI Letter and to complete the process of delisting within one year from the SEBI Letter.

Towards the initiation of the delisting, the Acquirers issued the IPA on October 26, 2021 conveying their intention for seeking voluntary delisting of the Equity Shares of the Company from the Stock Exchange and the Company on their part issued notice of Board meeting on the same day and considered the Delisting proposal in its meeting held on October 29, 2021.

(b) Company to obtain valuation of its equity shares from two independent peer reviewed Chartered Accountants and the floor price for the delisting not be lower than the higher of the two valuation so obtained.

(c) Company to write to all the public shareholders intimating them of the delisting offer and the floor price so determined and seek from them, the indicative price at which they are willing to offer their shares in the delisting

(d) Company to determine the final offer price in consultation with the merchant banker after having due regard to the floor price and the prices indicated by the shareholders and intimate the final offer price to the public shareholders.

(e) Company to comply with the requirement of Escrow Account as specified in Regulation 11 of the SEBI Delisting Regulations.

(f) Company to publish newspaper advertisement in each state where its public shareholders are residing as per the address contained in its records announcing the delisting proposal

(g) The communications to be sent to the public shareholders / the advertisement and this Explanatory Statement to the Special Resolution to indicate the valuation obtained as stipulated in (b) above

(h) Pursuant to delisting of the Company's Equity Shares, the promoters to continue to accept shares tendered by any remaining public shareholder upto a period of 2 years from the date of delisting at the same price at which the earlier acceptance of shares was made.

The Company has obtained its shareholders' approval (Special Resolution) for voluntarily delisting the Company's shares from the Stock Exchange i.e., BSE Limited. The said Resolution was passed through Postal Ballot results of which was declared on March 14, 2022.

Company filed the application for In-principal approval for the delisting of Equity Shares of the Company under Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 on March 30, 2022 with BSE Limited and the In-principle approval accorded by the BSE Limited vide letter No. LO\Delisting\VK\IP\68\2022-23 dated May 27, 2022.

The Company filed final approval for the proposed delisting of Equity Shares of the company under Securities and Exchange Board of India (Delisting of Equity Shares) Regulation, 2021 on June 27, 2022.

DIVIDEND

The Board has decided not to recommend/declared final dividend for the Financial Year 20212022

CAPITALSTRUCTURE

The paid-up Equity Share Capital as on March 31, 2022 was Rs. 497.16 Lakhs. The Authorized Share Capital of the Company is Rs. 11,00,00,000/- Crores (Rupees Eleven Crores only) comprising of:

a) Rs. 5,50,00,000 (Rupees five Crores fifty Lakhs only) divided into 55,00,000 (fifty five Lakhs only) Equity Shares of Rs. 10/- each (Rupees Ten only);

b) Rs. 2,00,00,000 (Rupees Two Crores only) divided into 2,00,000 (Two Lakhs only) 18% Redeemable Preference Shares of Rs. 100/- each (Rupees One Hundred only); and

c) Rs. 3,50,00,000 (Rupees Three Crores fifty Lakhs only) divided into 3,50,000 (Three Lakhs fifty Thousand only) 12% Redeemable Preference Shares of Rs. 100/- each (Rupees One Hundred only)"

CHANGE IN CAPITAL STRUCTURE

There was not change in the capital structure of the Company during the Financial year 202122.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure requirements) regulations 2015, is presented in a separate section forming part of the Board's Report, is enclosed at "Annexure-A".

In pursuance to section 134(3)(L) of the Act, No Material Changes and Commitment have occurred after the closure of financial year to which the financial statements related till the date of this report, affecting the financial position of the Company.

SUBSIDIARY COMPANIES

Company does not have any subsidiary.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India (SEBI) and Stock Exchange(s). The Company has also implemented several best corporate governance practices as prevalent globally.

Pursuant to Schedule V of the SEBI Listing Regulations, A separate section on Corporate Governance is included in the Annual Report and the Certificate from Company's auditors confirming the compliance with the code of Corporate Governance, is annexed hereto.

The Board of Directors of the Company has evolved and adopted a Code of Conduct and posted the same on the Company's website www.marvelvinyls.com. The Directors and Senior Management personnel have affirmed their compliance with the code for the year ended 31st March, 2022.

HUMAN RESOURCES

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

The Company's HR processes such as hiring and on-boarding, fair transparent online performance evaluation and talent management process, state-of-the-art workmen development process, and market aligned policies have been seen as benchmark practices in the Industry.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

A strong internal control culture is pervasive in the company. The company has documented a robust and comprehensive internal control system for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources.

The Internal Audit Department continuously monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organization's risk management, control and governance process.

The scope and authority of the Internal Audit activity are well defined and develops a risk based annual audit plan with inputs from business risk management, prominent stack holders and previous audit reports. The Internal Audit Report is reviewed and approved by the Audit Committee. During the year, the Audit Committee met regularly to review reports submitted by the Internal Auditor. All significant audit observations and follow-up actions thereon were reported to the Audit Committee. The Audit Committee also met the company's Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system, compliance to accounting policies and procedures, the adequacy and effectiveness of the internal controls and systems followed by the company.

CONTRACTS AND ARRANGEMENTS WITHRELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. The Company has taken approval for the FY 2021-2022 to enter into contract(s)/arrangement (s)/ transaction(s) with the Marvel Industries & Services Pvt. Ltd upto the aggregate value upto maximum 60 Crore and with Aaryan Mirai Private Limited up to upto the aggregate value upto maximum 25 Crore and with Aaryan Mirai Industries LLP up to maximum 15 Crore. A related party within the meaning of Section 2 (76) of the Act and Regulation 2(1)(zb) of the Listing regulation, by the members in the last Annual General Meeting held on 30^th September, 2021. All related party transactions were placed before the audit committee and also for the board approval.

The Company has developed a Policy on Related Party Transactions for purpose of identification and monitoring of such transactions in which All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website i.e. www.marvelvinyls.com.

Your directors draw attention of the members to 43 to the financial statement which sets out related party disclosures.

RESEARCH AND DEVELOPMENT

With the continuing Research and Development activities, the company endeavors to improve and maintain its technical superiority and quality of its products. One of the objectives of the company is to manufacture products giving an import substitution and to improve and develop good export market.

DIRECTORS AND KEY MANAGERIAL PERSONNAL

Enhancing the competencies of the board and attracting as well as retaining talented employees for role of KMP/a level below KMP are the basis for the N&R Committee to select a candidate for appointment to the Board.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Ankit Chawla, Executive Director, of the Company is liable to retire by rotation at the ensuing annual General meeting and being eligible, has offered himself for re-appointment.

The Board recommends his appointment.

A. Appointment or Re-Appointment

During the Financial Year 2021-2022, Mr. Pankaj Chawla (DIN: 00104666), Executive Director of the company who retired by rotation, have been re-appointed at the 36th Annual General Meeting of the company held on 30.09.2021.

Necessary resolutions for the appointment/re-appointment of aforesaid directors, wherever applicable, have been incorporated in the notice convening the ensuing Annual General Meeting. As required under the regulations, the relevant details of directors retiring by rotation and/or seeking appointment/re-appointment at the ensuing AGM are furnished as Annexure 'A' to the notice of AGM.

Key Managerial Personnel (KMP)

No KMP, other than mentioned in the paragraph A of Director and Key Managerial Personal, appointed during the FY 2021-2022.

B. Declaration by independent Director

All Independent Directors of the Company have given declaration that they meet the criteria of independence as provided under Section 149 (6) of the Act and the regulation 16(1)(b) of the regulations. The terms & conditions for the appointment of Independent Directors are given on the website of the Company.

C. Formal Annual Evaluation of Board

The evaluation/assessment of the directors, KMPs and the senior officials of the company is to be conducted on an annual basis and to satisfy the requirements of the Companies Act, 2013.

The company has devised a Policy for performance evaluation of independent directors, board, committees and other individual directors which include criteria for performance evaluation of the non-executive directors and executive directors.

The details of programmes for familiarization of independent directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company and related matters have been elaborately devised by the top management and efforts are being made to create the awareness about the same.

Pursuant to the provisions of the Companies Act, 2013 and As provided by the Guidance Note on Board evaluation issued by the SEBI on 5^th January, 2017, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee, Risk Management Committee and Stakeholder Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

D. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The brief of Remuneration Policy is set out in the Corporate Governance Report forming part of the Annual Report

E. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year ended on 31st March, 2022, the Board of Directors had Thirteen (13) meetings. These were held on 12^th April, 2021, 21^st June, 2021, 28^th July, 2021, 14th August, 2021, 31^st August, 2021, 13^th October, 2021, 29^th October, 2021, 12^th November, 2021, 16^th November,2021, 29^th December, 2021, 03^rd February, 2022, 14^th February, 2022 and 31^st March, 2022. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Regulations:

* Mr. Saksham Chawla, Whole Time Director, whose period has been expired on 11^th August, 2021 and has not been reappointed.

** Mr. J.S.P Rai, Independent Director, whose period has been expired on 13^th November, 2021 and has not been re-appointed.

F. Changes in the Office of Company Secretary/Compliance Officer

There is no change in the changes in the office of Company Secretary/Compliance officer of the Company.

AUDIT COMMITTEE

The company has constituted the Audit Committee in line with the provision of the Companies Act, 2013 and the Securities Exchange Board of India. As on 31st March, 2022 the audit committee consist of three (03) members out of which the two (02) are the independent directors. During the year ended on 31^st March, 2022, the Audit Committee had Six (6) meetings. These were held on 12^th April, 2021, 28^th July, 2021, 14^th August, 2021, 12^th November, 2021 ,16^th November, 2021 and 14^th February 2022.

The composition of Audit Committee and meetings attended by the members, which is to be formed as per Section 177 of the Companies Act, 2013 and SEBI regulations is been given below: The more details on Audit Committee along their terms of reference have been given in the corporate governance report.

NOMINATION AND REMUNERATIONCOMMITTEE AND POLICY

The company has constituted the Nomination & Remuneration Committee in line with the provision of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulation, 2015. As on 31^st March, 2022 the Nomination & Remuneration Committee comprises of three (03) directors, all are Independent Directors.

The details of the Nomination & Remuneration Committee along with Remuneration Policy are set out in the Corporate Governance Report forming part of the Annual Report.

> MANAGERIAL REMUNERATION

A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, has been provided in "Annexure -B" to this report.

STAKEHOLDER'S RELATIONSHIP COMMITTEE (SHARE HOLDERS GRIEVANCE COMMITTEE)

During the year under review, the company has constituted the "Stakeholders' Relationship Committee", in line with the provisions of Section 178 of the Companies Act, 2013. This Committee is responsible for the satisfactory redressal of investors' complaints and

recommends measures for overall improvement in the quality of investor services. During the year, there were one (1) meeting held on 14^th February, 2022.

RISK MANAGEMENT POLICY

The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The risk management policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

RISK MANAGEMENT

Pursuant to the provisions of SEBI (LODR) Regulations, The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for constitution of a Risk Committee, which will work towards creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps.

The Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Risk Management Policy was reviewed and approved by the Committee.

The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviors governs how the Company conducts the business of the Company and manages associated risks.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned wide Risk Management, Internal Control and Internal Audit methodologies and processes.

The details of Committee and its objectives and scope are set out in the Corporate Governance Report forming part of the Annual Report.

INDEPENDENT DIRECTORS

The Independent Directors of the company review the quality, content and timeliness of the flow of information between the Management and the Board and it's Committees which is necessary to effectively and reasonably perform and discharge their duties. During the year ended on 31^st March, 2022, the separate meeting of Independent Directors was held on 14^th February 2022. The composition of Independent Directors and meetings attended by them as per Section 177 of the Companies Act, 2013 and SEBI Regulations have been given in the corporate governance report.

CODE OF CONDUCT

The Chairman & Managing Director has confirmed and declared that all the members of the board and the senior management have affirmed compliance with the code of conduct.

CODE FOR PREVENTION OF INSIDERTRADING PRACTICES

In accordance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has formulated and adopted 'Code of Conduct for prevention of Insider Trading⁷ and 'Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information' (hereinafter collectively referred to as "MVL Code of Conduct"). The MVL Code of Conduct is uploaded on the website of the company https://www.marvelvinyls.com

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

AUDITORS AND AUDITORS' REPORT

A. Statutory Auditors

M/s. Suresh Chandra & Associates, Chartered Accountants, (Firm registration No. 001359N) 504, Prakash Deep building, 7, Tolstoy Marg New Delhi-110001, is the Statutory Auditor of the Company, who shall hold the office till the conclusion of 38^th Annual General Meeting of the Company.

The Audit Report given by M/s. Suresh Chandra & Associates, Chartered Accountants, (Firm registration No. 001359N) 504, Prakash Deep building, 7, Tolstoy Marg, New Delhi- 110001 on the Financial Statements of the Company for the Financial Year 2021-2022, is part of the Annual Report. There are no qualifications, reservation, adverse remark, observations, comments or disclaimer given by the Auditor in their Report. Further, with regard to section 134(3)(ca) of the Companies Act, 2013, no frauds have been reported by the auditors under section 143(12) of the said Act.

Secretarial Auditor

The Board has appointed Ankur Singh & Associates, Practicing Company Secretaries New Delhi having ICSI Membership No. A60761 and Certificate of Practice No. 22820 to conduct Secretarial Audit for the financial year 2021-2022

Secretarial Auditor's Report

An audit report issued by Mr. Ankur Singh & Associates, Practicing Company Secretaries, in respect of the secretarial audit of the Company for the financial year ended 31st March, 2022 is given in "Annexure-C" to this Report.

The Secretarial Auditor has given below observations in his report. In this regard, the reply of the Management has been given along with the observation.

1. As per regulation 31 of SEBI (Listing obligations & Disclosure Requirements) Regulations, 2015, the 100% of shareholding of promoter(s) & promoter group is not in dematerialized form.

Management's Reply: Ganesh Das & Co. it was a firm between two partners and now one partner being no more (died) and the shares will be transmitted and dematerialized, that's why it has not been converted into dematerialized form. Promoters' shareholding is 4024400 Equity Shares out of which 4004400 share i.e. 99.5% shares has been dematerilsed. only 20000 Equity shares of Ganesh Das & Co. (Promoter) to be dematerialized.

2. As stipulated under Regulation 38 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company is not in compliance with the minimum public shareholding requirement specified in Rule 19(2) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957.

Management's Reply: The Board of Directors of the company at their meeting held on 22^nd February, 2018 had forfeited 11,27,900 Equity Shares of Rs. 10/- each due to nonpayment of allotment money after adjusting excess application money and the exchange has taken the same on record vide its letter No. BSE/LO/PB/Forfeit/130/2019-20 dated June 4, 2019 and also has issued notice to the trading members of the exchange vide Exchange's notice no. 20190406-19. Due to the above forfeiture, the public shareholding of the Company falls below the prescribed limits by BSE/SEBI. The Company has taken appropriate action to resolve this issue.

3. Company has not filed financial results within the prescribed due date as per the SEBI (LODR) Regulations, 2015 for the Quarter and year ended March 31, 2021 and Half year ended September 30, 2021

Management's Reply: 01 That the Marvel Vinyls Limited having its

Registered/Corporate office in the state Delhi, which was the most effected state by the pandemic Covid-19. Due to severe impact of Covid-19 in the state Delhi, the Government imposed the complete lockdown across the State w.e.f April 19, 2021 and allowed the private offices to function only with the 50% strength of their staff between 9AM to 5 PM w.e.f June 07, 2021.

That the Company operates its function with its 3 units in the state Uttar Pradesh and Madhya Pradesh which were also severe effected State during the Second wave of Covid-19 and various restriction were also imposed in that state where the employees were working from Home with the restriction of access the resources and information.

That the Company restore its functioning with the 50% strength of their staff w.e.f June 07, 2021 and the last date to submit Financial Results was June 30, 2021, it was too complicated to compiled the data of the all units of the Company till June 30, 2021 with the various unavoidable problems such as hospitalization/ isolation of Key

personnel who were looking after of preparing results, restriction of access resources and information etc.;

For the financial results of the quarter ended September 30, 2021, the company recently shifted on BAAN ERP and the Board sought some clarification at the meeting in respect of financial results. The Board decided to put up the matter again in the forthcoming Board Meeting which is to be held on Tuesday, 16th day of November, 2021.

B. Cost Auditor

In accordance with the provisions of section 148 of the act and rule made thereunder, the Board of Directors of the Company appointed, M/s Subodh Kumar & Co., Cost Auditors (Firm Reg. No. 104250), New Delhi, as the Cost Auditor of the Company for the Financial Year 2021-2022.

The Company will submit Cost Audit Report for the year ended March 31st, 2022 to the Central Government in due course.

The Board has appointed M/ s Subodh Kumar & Co. Cost Auditors (Firm Reg. No. 104250), New Delhi, as the Cost Auditor of the Company to conduct the cost audit for the Financial Year 2022-2023. The payment of the remuneration to Cost auditor requires the approval/ratification of the members of the company and necessary resolution in this regard, has been included in the notice convening the 37^th AGM of the Company.

C. Internal Auditor

In accordance with the provisions under section 138 of the Companies Act, 2013 read with Rule 13 of The Companies (Accounts) Rules, 2014 thereof, the Board of Directors of the Company has appointed M/s S D A V, Chartered Accountants (FRN No. 0022640N) through its partner Mr. Sandhya Deepak, as Internal Auditor of the Company to conduct the internal audit of the Company for financial year 2021-2022.

ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has CSR policy in place and the same can be accessed at www.marvelvinyls.com.

The annual report of CSR activities is annexed herewith as annexure 'H' to this report.

DISCLOSURES:

A. Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism/Whistle Blower Policy that enables the Directors and Employees to report genuine concerns. The policy provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Details of the Vigil Mechanism/Whistle Blower Policy are made available on the Company's website i.e. www.marvelvinyls.com.

The details of Vigil Mechanism/Whistle Blower Policy and its terms of reference are set out in the Corporate Governance Report forming part of the Annual Report.

B. Deposits

The Company has not accepted deposit from the public falling within the ambit of Section 73 to 76 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. Due to the condition imposed by the bankers your Company has accepted the unsecured loans from its directors, their relatives and associates during the financial year.

C. Particulars of Loans, Guarantees or Investments

Particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

D. Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are provided herewith as " Annexure-D".

E. Pollution Control

The Company's plants do not generate any effluent beyond permissible limits. Further, the company has adequate controls to maintain the pollution parameters.

F. Annual Return

The details Annual Return in form MGT 7 is uploaded on the website www.marvelvinyls.com of the Company.

G. Particulars of Contracts or Arrangements with Related Parties

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 on arm's length transactions in ordinary course of business is disclosed in Form No. AOC-2 as "Annexure-E" to this report.

H. Particulars of Employees

The Industrial Relations scenario continued to be cordial. The Company regards its employees as a great asset and accords high priority to training and development of employees. In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto.

Details of Employees pursuant to Section 197 of the Companies Act, 2013("the Act") read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as "Annexure-F" forming part of the Annual Report.

I. Equal Opportunity Employer

The company has always provided a congenial atmosphere for work to all employees that are free from discrimination and harassment inducing sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, color, marital status and sex.

J. Information under The Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year, there were no cases reported to the Committee.

K. General Disclosure

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. As there was no subsidiary of the Company during the year 2021-2022, neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of other Company.

3. During the year 2021-2022 Company neither issued shares with differential voting rights or granted stock options or sweat equity or ESOS to the employees under any scheme.

L. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review, there were no application made or proceedings pending in the name of company under insolvency Bankruptcy Code, 2016

M.THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREO

During the year under review, there were no settlement of loans taken from Banks and Financial Institutions.

DIRECTORS' RESPONSIBILITY STATEMENT

Subject to disclosures in the Annual accounts and also on the basis of the discussion with the Statutory Auditors of the Company from time to time, To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

i) That in the preparation of the annual financial statements for the year ended 31^st March, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) That Company has selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year ended on that date;

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the annual financial statements have been prepared on a going concern basis;

v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.