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Vadivarhe Speciality Chemicals Ltd.

BSE: 538429 Sector: Industrials
NSE: VSCL ISIN Code: INE551Q01028
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Vadivarhe Speciality Chemicals Ltd. (VSCL) - Director Report

Company director report

VADIVARHE SPECIALITY CHEMICALS LIMITED FOR THE FINANCIAL YEAR 2019-20

The Members

Vadivarhe Speciality Chemicals Limited

Gat No. 204 Vadivarhe Igatpuri 422403

Your Directors hereby presenting the 11th Annual Report of the Companytogether with the Audited Statement of Accounts for the year ended 31st March2020.

1. FINANCIAL STATEMENTS & RESULTS:

Financial Results

The Company's financial performance during the year ended 31st March 2020as compared to the previous financial year is summarized as below:

(Amount in Rs.)

Particulars For the financial year ended 31 st March 2020 For the financial year ended 31st March 2019
Income 288150011 328234154
Less: Expenses 409412990 327705267
Prior Period Income - -
Profit before exceptional and extraordinary items and tax (121262979) 528888
Exception Income 1425000 -
Exception expenditure - -
Profit/ (Loss) before tax (119837979) 528888
Less: Provision for tax - 101758
Deferred Tax Expense/(Benefits) (21450456) (864689)
MAT Credit entitlement - (101758)
MAT Credit Utilized - -
Income Tax of earlier years w/off - 773585
Profit after Tax (98387523) 619991
APPROPRIATION
Interim Dividend - -
Final Dividend - -
Tax on distribution of dividend - -
Transfer of General Reserve - -
Balance carried to Balance sheet (98387523) 619991

2. TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve.

3. OPERATIONS

This is the eleventh year of operation and your Company has achieved net sales of Rs.288150011 and had incurred a loss of Rs. 98387523 as compared to previous year's netsales Rs. 328234154 and profit after tax of Rs. 619991. The loss is due to thetermination of Loan License Manufacturing agreement entered into between Enaltec Labs PvtLtd and the Company with respect to the Loan License Manufacturing business. Around 16.20crore revenue was generated in FY. 2018-19 from the aforementioned arrangements withEnaltec Labs Pvt. Ltd. However in the absence of such revenue in the FY 2019-20 theCompany has now shifted its focus to other newly developed products to generate revenueand increase turnover.

4. NATURE OF BUSINESS

The Company continues to be engaged in the activities pertaining to manufacturing ofall types of organic chemicals inorganic chemicals bio-chemicals bulk drugs drugintermediaries and active pharmaceutical ingredients and to provide related services.

There has been no change in the nature of business of the Company during the year underreview.

5. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors wish to present the details of Business operations done during the yearunder review:

a. Production and Profitability

Company is taking efforts to increase its productivity by making an optimum use of itsproduction capacity & developing new products to get more revenue.

b. Marketing and Market environment

No significant changes in Market environment in API and Intermediates.

c. Future Prospects including constraints due to Government policies

The slowdown in the industry accompanied by the lockdown at the end of the financialyear 2019-2020 due to the COVID 19 pandemic was a heavy dampener to the sales during theyear and the Company is striving hard to retain the sales to the same level as last yearin spite of the tough challenges.

The COVID-19 pandemic and the consequent lockdown restrictions imposed on variousactivities during the current year while being a necessary measure to contain its spreadhave also posed unprecedented challenges to all businesses and the business operations ofthe Company has been no exception to this. Our Company being in Pharmaceutical sector andcovered under the category of essential commodity was running the manufacturing plantwith 50% to 70% of capacity of labour strength and has taken all the necessary steps toadhere to the guidelines for social distancing provided by Ministry of Home Affairs alongwith the various directives issued by relevant Government authorities and has put in placesafety measures keeping in mind safety health and well-being of the employees and otherstakeholders at all our locations.

6. DIVIDEND

Considering the loss incurred in the current financial year your Directors have notrecommended any dividend for the financial year under review.

7. UNPAID DIVIDEND & IEPF

The Company has not transferred any amount to the Investor Education & ProtectionFund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

8. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review your Company did not have any subsidiary associate andjoint venture company.

9. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview ofprovisions of

Section 73 of the Companies Act 2013 ("the Act") read with the Companies(Acceptance of Deposit) Rules 2014 during the year under review. Hence the requirementfor furnishing of details relating to deposits covered under Chapter V of the Act or thedetails of deposits which are not in compliance with the Chapter V of the Act is notapplicable.

10. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All transactions/contracts/arrangements entered into by the Company with relatedparty(ies) as defined under the provisions of Section 2(76) of the Companies Act 2013during the financial year under review were in ordinary course of business and on an arm'slength basis.

Further none of these contracts / arrangements / transactions with related partiescould be considered material in nature as per the thresholds given in Rule 15(3) of theCompanies (Meetings of Board and its Powers) Rules 2014 and hence no disclosure isrequired to be given in this regard.

11. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in "ANNEXURE I" which forms part of this Report.

12. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 extract ofthe

Annual Return for the financial year ended 31st March 2020 made under theprovisions of Section 92(3) of the Act is attached as "ANNEXURE II" whichforms part of this Report. Further the Company has placed its Extract of the Annual Return(as at 31st March 2020 and as at 31st March 2019) referred to in Section 92(3) in MGT-9format on the below mentioned.

Web - address: - http://vscl.in/investor/annual-returns.php

13. PARTICULARS OF INVESTMENTS LOANS GUARANTEES AND SECURITIES

The Company has not made any loans or provided guarantees and securities covered underthe provisions of Section 186 of the Companies Act 2013. However full particulars of theinvestments covered under the provisions of Section 186 of the Companies Act 2013 aremade by the Company during the financial year under review has been furnished in Note N ofthe Notes to Accounts which forms part of the financials of the Company.

14. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.

15. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Statutory Auditors of the Company forinefficiency or inadequacy of such controls.

16. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Board of Directors

(i) Appointment

The Company has not appointed any new Directors on the Board of the Company.

(ii) Resignation

None of the Directors of the Company resigned during the year.

However Mr. Rahul Durgaprasad Asthana has resigned as Independent Director of theCompany with effect from 1st April 2020 due to some personal reasons. TheBoard takes the opportunity to sincerely thank him for his excellent contribution in theaffairs of the Company.

(iii) Retirement by rotation

In accordance with the provisions of the Act none of the Independent Directors isliable to retire by rotation.

As per the provisions of Section 152 of the Companies Act 2013 Mr. Pramod WamanGajare retire by rotation at the ensuing Annual General Meeting and being eligible offerhimself for re-appointment. The said Director is not disqualified from being reappointedas a Director of a Company as per the disclosure received from him pursuant to Section164(2) of the Companies Act 2013. Your Directors recommend their approval.

b) Key Managerial Personnel

(i) Appointment

Ms. Priyanka Nagda (Membership No.: ACS 58237) is appointed as Company Secretary andCompliance Officer of the Company w.e.f 14th February 2020.

(ii) Resignation

Mr. Jayesh Vaishnav (Membership No.: ACS 38074) resigned as Company Secretary andCompliance Officer of the Company w.e.f 3rd June 2019.

Other than as stated above there has not been any change in the Directors and KeyManagerial Personnel of the Company.

c) Declaration by Independent Directors

As required under Section 149(7) of the Companies Act 2013 read with SEBI (ListingObligations and Disclosure Requirements) (Amendment) Regulations 2018 the IndependentDirectors have placed the necessary declaration of their independence in terms of theconditions laid down under Section 149(6) of the Companies Act 2013 as amended in theBoard Meeting held on Tuesday 21st May 2019. Further pursuant to theCompanies (Appointment and Qualification of Directors) Rules 2014 as amended thedeclaration was placed in the Board meeting held on Tuesday 30th June 2020which includes the confirmation to the effect that the Independent Directors have includedtheir names in the Database maintained by the Indian Institute of Corporate Affairs andthey have paid the necessary fees for the said registration and will pay the fees for therenewal.

d) Remuneration / Commission drawn from Holding / Subsidiary Company

The Company does not have any Holding Company and none of the Directors have drawn anyremuneration/commission from Subsidiary Company.

17. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES

a) Board meetings

The Board of Directors met 6 (Six) times during the financial year ended 31stMarch 2020 in accordance with the provisions of the Companies Act 2013 and rules madethereunder. The details of the same are as mentioned under:-

Date of meeting Names of Directors as on the date of meeting Directors Present Directors Absent
1 21-05-2019 1. Mr. Sunil Haripant Pophale 6 1
2.Mrs. Meena Sunil Pophale
3.Mr. Prasanna Prabhakar Rege
4.Mr. Ravindra Keshav Paranjpe
5.Mr. Uttara Adwait Kher
6.Mr. Pramod Waman Gajare
2 14-08-2019 1. Mr. Sunil Haripant Pophale 7 0
2.Mrs. Meena Sunil Pophale
3.Mr. Prasanna Prabhakar Rege
4.Mr. Ravindra Keshav Paranjpe
5.Mr. Uttara Adwait Kher
6.Mr. Pramod Waman Gajare
7. Mr. Rahul Durgaprasad Asthana
3 23-08-2019 1.Mr. Sunil Haripant Pophale 6 1
2.Mrs. Meena Sunil Pophale
3.Mr. Rahul Durgaprasad Asthana
4.Mr. Pramod Waman Gajare
5. Mr. Ravindra Keshav Paranjpe
6.Mr. Prasanna Prabhakar Rege
4 14-11-2019 1.Mr. Sunil Haripant Pophale 6 1
2.Mrs. Meena Sunil Pophale
3.Mr. Rahul Durgaprasad Asthana
4.Mr. Prasanna Prabhakar Rege
5.Mr. Ravindra Keshav Paranjpe
6.Mr. Pramod Waman Gajare
5 14-02-2020 1.Mr. Sunil Haripant Pophale 6 1
2.Mrs. Meena Sunil Pophale
3.Mr. Rahul Durgaprasad Asthana
4.Mr. Prasanna Prabhakar Rege
5.Mr. Uttara Adwait Kher
6.Mr. Pramod Waman Gajare
6 16-03-2020 1.Mr. Sunil Haripant Pophale 7 0
2.Mrs. Meena Sunil Pophale
3.Mr. Rahul Durgaprasad Asthana
4.Mr. Prasanna Prabhakar Rege
5.Mr. Ravindra Keshav Paranjpe
6.Mr. Uttara Adwait Kher
7.Mr. Pramod Waman Gajare

The Company has complied with the applicable Secretarial Standards in respect of allthe above Board meetings.

b) Audit Committee

The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013. The composition of the Audit Committee is in conformitywith the provisions of the said section. The Audit Committee comprises of:

Mr. Prasanna Prabhakar Rege Chairman Independent Director
Mr. Ravindra Paranjpe Independent Director
Mrs. Uttara Kher Independent Director
Mr. Rahul Durgaprasad Asthana Independent Director
(Resigned on 01st April 2020)

The Audit Committee met 6 (six) times during the financial year ended 31st March 2020.

The scope and terms of reference of the Audit Committee have been framed in accordancewith the Act and the Listing Agreement entered into with the Stock Exchanges read with theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Committee.

c) Nomination and Remuneration Committee

The Nomination and Remuneration Committee of Directors as constituted by the Board ofDirectors of the Company in accordance with the requirements of Section 178 of theCompanies Act 2013. The composition of the committee is as under:

Mr. Prasanna Prabhakar Rege Chairman Independent Director
Mr. Ravindra Paranjpe Independent Director
Mrs. Uttara Kher Independent Director

The Nomination & Remuneration Committee met 2 (two) times during the financial yearended 31st March 2020.

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.

The Remuneration Policy is attached as "ANNEXURE III".

d) Stakeholders Relationship Committee

During the year under review pursuant to Section 178 of the Companies Act 2013 theBoard of Directors of the Company has constituted the Stakeholder's Relationship

Committee comprising of the following members:

Mr. Prasanna Prabhakar Rege Chairman Independent Director
Mr. Ravindra Paranjpe Independent Director
Mrs. Uttara Kher Independent Director

Mr. Prasanna Prabhakar Rege has been appointed the Chairman of the StakeholdersRelationship Committee.

The Stakeholders Relationship Committee met once during the financial year ended 31stMarch 2020.

e) Vigil Mechanism

Pursuant to the provisions of Section 177(9) of the Companies Act 2013 read with Rule7 of the Companies (Meetings of Board and its Powers) Rules 2014 a listed Company andevery such class of companies as prescribed thereunder are required to frame a VigilMechanism to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.

The Company has framed an appropriate Vigil mechanism policy and further re-affirmsthat the Company is committed to adhere to the highest standards of ethical moral andlegal conduct of business operations.

f) Risk Management Policy

The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and defined a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews.

g) Annual Evaluation of Directors Committee and Board

The Board has carried out an annual performance evaluation of its own performance andof the Directors individually as well as the evaluation of all the committees i.e. AuditNomination and Remuneration Stakeholders Relationship and other Committees of Directors.

The Board adopted a formal evaluation mechanism for evaluating its performance and aswell as that of its Committees and individual directors including the Chairman of theBoard. The exercise was carried out by feedback survey from each Directors covering Boardfunctioning such as composition of Board and its Committees experience and competenciesgovernance issues etc. Separate exercise was carried out to evaluate the performance ofindividual directors including the Chairman of the Board who were evaluated on parameterssuch as attendance contribution at the meeting etc.

The various criteria considered for evaluation of Executive Directors includedqualification experience knowledge commitment integrity leadership engagementtransparency analysis decision making governance etc. The Board commended the valuablecontributions and the guidance provided by each Director in achieving the desired levelsof growth. This is in addition to evaluation of Non-Independent Directors and the Board asa whole by the Independent Directors in their separate meeting being held every year.

h) Management Discussion & Analysis

A separate report on Management Discussion & Analysis is appended to this Annual

Report as an "ANNEXURE IV" and forms part of this Directors' Report.

18. CORPORATE SOCIAL RESPONSIBILITY POLICY

As per the provisions of Section 135 of the Act read with Companies (Corporate SocialResponsibility Policy) Rules 2014 the Board of Directors has constituted a CorporateSocial Responsibility (CSR) Committee consisting of following members:

Mr. Sunil Haripant Pophale (Chairman & Executive Director)
Mrs. Meena Sunil Pophale (Whole time Director)
Mr. Uttara Kher (Independent Director)

The Board of Directors of the Company has approved CSR Policy based on therecommendation of the CSR Committee. The provision of section 135(1) of the Companies Act2013 is not applicable to the Company however the Company voluntarily spent 610651/-(Eight Lakh Ten Thousand Six Hundred and Fifty One) towards CSR activities in thefinancial Year 2019-20 on the recommendation of CSR Committee as a good corporategovernance practice. The compliance required under Rule 8 of the Companies (CorporateSocial Responsibility Policy) Rules 2014 is not applicable to the Company therefore theannual report on CSR as per Annexure mentioned in aforesaid rule is not forming the partof this Directors report.

The CSR Committee met twice during the financial year 2019-2020.

The CSR Policy of the Company is available on the Company's website and can be accessedin the link http://vscl.in/CSR/.

19. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31 STMARCH 2020

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. Bhalchandra D. Karve & Associates (Firmregistration No: 135281W) Chartered Accountants the Statutory Auditors of the Companyhave been appointed for a term of 5 (Five) Years and they continue to be the StatutoryAuditors of the Company until the conclusion of Annual General Meeting to be held in theFinancial Year 2023-24.

The Statutory Audit report does not contain any observations/qualifications/disclaimers/adverse remark from the auditors for the financial year ended 31stMarch 2020.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31 ST MARCH 2020

Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. The Board hasappointed MMJB & Associates LLP Practicing Company Secretaries to conduct theSecretarial Audit of the Company for the financial year 2019-20.

The secretarial audit report issued by MMJB & Associates LLP Practicing CompanySecretaries in Form MR-3 for the financial year 2019-20 forms part of the DirectorsReport as "ANNEXURE V".

The Secretarial Audit Report does not contain any qualification reservation adverseremark or disclaimer requiring explanation or comments from the Board under Section 134(3)of the Companies Act 2013 except the following:

Comment: As per Section 203 of Companies Act 2013 read with rule 8 if the office ofCompany Secretary is Vacated then the resulting vacancy to be filled by the board withinsix months from the date of such vacancy where here the vacancy arises in June 2019 butthe same was filled on February 2020.

Reply on Comment: The previous Company Secretary & Compliance OfficerMr. Jayesh Vaishnav had resigned from his post with effect from June 3 2019. Thereafterbeing a position of utmost responsibility and diligence a number of candidates wereapproached and were deliberated upon to join the Company for the position of CompanySecretary & Compliance Officer. Unfortunately the Company could not find a candidatesuitable for the said position till the end of January 2020.

Thereafter the Company had appointed Ms. Priyanka Nagda (Membership No. ACS 58237) anAssociate Member of Institute of Company Secretaries of India holding the prescribedqualification under Rule 2(1) (Appointment and Qualification of Secretary) Rules 1988 asthe Company Secretary and Compliance Officer of the Company in its Board meeting held on14th February 2020.

Also the Company has duly paid the fine levied by the Stock Exchange i.e NationalStock Exchange of India pursuant to the notice received from Stock Exchange dated 4thFebruary 2020 and 4th August 2020 towards the afore mentioned matter.

c. INTERNAL AUDITOR

S. R. Rahalkar & Associates Chartered Accountants (FRN: 108283W) were appointed asthe Internal Auditor of the Company for the financial year 2019-20 based on therecommendation of the Audit Committee of the Company.

d. MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time the Companyis not required to maintain Cost Records under said Rules.

e. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12)

There were no incidences of reporting of frauds by Statutory Auditors of the Companyunder Section 143(12) of the Act read with Companies (Accounts) Rules 2014.

20. INSURANCE

All the insurable interests of your Company including properties equipment stocksetc. are adequately insured.

21. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.

b. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2020 theBoard of Directors hereby confirms that:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2020 and of the profit/loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls were followed by the Company and such internal financialcontrols are adequate and are operating effectively; and

f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively;

c. CORPORATE GOVERNANCE

The corporate governance provisions as specified in regulations 17 18 19 20 21 2223 24 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and ParaC D and E of Schedule V of the Securities Exchange Board of India (Listing Obligation andDisclosures Requirement) Regulations 2015 is not applicable to the Company. However theCompany consistently strives to ensure that best corporate governance practices areadopted and followed in its functioning and administration.

d. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT 2013

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

e. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT 2013

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

f. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT 2013

The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.

g. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.

h. POLICY ON SEXUAL HARASSMENT AT WORKPLACE

The Company has established an Internal Complaints Committee as per the provisions ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. Company is committed to create and maintain an atmosphere in which employees canwork together without fear of sexual harassment and exploitation. Every employee is madeaware that the Company is strongly opposed to sexual harassment and that such behavior isprohibited both by law and the Company. During the year under review there were nocomplaints received of any sexual harassment at work place.

i. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER

DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules 2014have been marked as "ANNEXURE VI".

j. LOANS FROM DIRECTORS OR DIRECTOR'S RELATIVES

During the financial year under review the Company has borrowed the followingamount(s) from Directors and the respective director has given a declaration in writing tothe Company to the effect that the amount is being given by him out of his own funds.Accordingly the following amount is excluded from the definition of Deposit as per Rule2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules 2014:-

Name of Director giving loan Amount borrowed during 2019-20
Mr. Sunil Haripant Pophale 3260000
Mr. Pramod Waman Gajare 1400000

k. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12)

There were no incidences of frauds reported by Statutory Auditors of the Company underSection 143(12) of the Act read with Companies (Accounts) Rules 2014.

22. ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.

For and on behalf of the Board Vadivarhe Speciality Chemicals Limited

Sunil Haripant Pophale Meena Sunil Pophale
Director Whole-time Director
DIN: 00064412 DIN: 00834085
Address: 15 Lalit Building Wodehouse Road Address: 15 Lalit Building Wodehouse Road
Next To Badhwar Park Colaba Mumbai 400005 Next To Badhwar Park Colaba Mumbai 400005
Date: August 28 2020
Place: Mumbai

ANNEXURE II

Form No. MGT-9

EXTRACT OF ANNUAL RETURN As on financial year ended on 31st March 2020

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN : L24100MH2009PLC190516
Registration Date : 23/02/2009
Name of the Company : Vadivarhe Speciality Chemicals Limited
Category / Sub-Category of the Company : Company limited by Shares
Non-government company
Address of the Registered office and contact details : Gat No. 204 Vadivarhe Igatpuri 422403
Whether listed company : Yes (Listed on SME platform of NSE w.e.f 02nd June2017)
Name Address and Contact details of Registrar and Transfer Agent if any: : Adroit Corporate Services Pvt. Ltd 17/20 Jaferbhoy Industrial Estate Makwana Road Marol Naka Andheri (E) Contact No.: 022 28590942

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-

Name and Description of main products/ services NIC Code of the Product/ service % to total turnover of the Company
1 API/Bulk Drugs (Self & Loan License) 21009 100

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Name and address of the Company CIN / GLN Holding / subsidiary / associate % of shares held Applicable section
N.A.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):

i. Category-wise Share Holding:

No. of Shares held at the beginning of the year No. of Shares held at the end of year % the Change during the year
Category of Shareholders Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a)Individual/ HUF 9538250 - 9538250 74.62 9538250 - 9538250 74.62 -
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. - - - - - - - - -
e) Banks / FI - - - - - - - - -
f) Any other - - - - - - - - -
Sub- total(A)(1): 9538250 - 9538250 74.62 9538250 - 9538250 74.62 -
(2) Foreign
a)NRIs Individuals - - - - - - - - -
b)Other Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks / FI - - - - - - - - -
e) Any other - - - - - - - - -
Sub-total (A)(2): - - - - - - - - -
Total shareholding of Promoter (A) =(A)(1)+(A)(2) 9538250 - 9538250 74.62 9538250 - 9538250 74.62 -
B. Public Shareholding
(1) Institutions
a) Mutual Funds - - - - - - - - -
b) Banks / FI - - - - - - - - -
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e)Venture Capital Funds - - - - - - - - -
f)Insurance Companies - - - - - - - - -
g) FIIs - - - - - - - - -
h)Foreign Venture Capital Funds - - - - - - - - -
i) Others (specify) - - - - - - - - -
Sub-total (B)(1): - - - - - - - - -
(2)Non- Institutions
a) Bodies Corp. - - - -
i) Indian 411000 - 411000 3.22 468000 - 468000 3.66 0.44
ii) Overseas - - - - - - - - -
b) Individuals -
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 1129500 - 1129500 8.84 1343250 - 1343250 10.51 1.67
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 1635000 - 1635000 12.79 1340250 - 1340250 10.48 (2.31)
c) Others (specify) - - - - - - - - -
c-1) Non- Resident Indians (Individuals) 57000 - 57000 0.45 63000 - 63000 0.49 0.04
c-2) Clearing Member 12000 - 12000 0.09 3000 - 3000 0.02 (0.07)
C-3) Corporate Body Broker - - - - 27000 - 27000 0.21 0.21
Sub- total(B)(2): 3244500 - 3244500 25.38 3244500 - 3244500 25.38 -
Total Public Shareholding (B)=(B)(1)+(B) (2) 3244500 - 3244500 25.38 3244500 - 3244500 25.38 -
C. Shares held by Custodian for GDRs & ADR-s- - - - - - - - - -
Grand Total (A+B+C) 12782750 - 12782750 100 12782750 - 12782750 100 -

ii. Shareholding of Promoters:

Shareholding at the beginning of the year Shareholding at the end of the Year
Shareholder's Name No. of Shares % of total Shares of the Company % of Shares Pledged/ encumbered to total shares No. of Shares % of total Shares of the Company % of Shares Pledged / encumbered to total shares % change in share holding during the year
1. Mr. Sunil H. Pophale 8032625 62.84 - 8032625 62.84 - -
2. Manasi Sunil Pophale 250 0.00 - 250 0.00 - -
3. Meena Sunil Pophale 5375 0.04 - 5375 0.04 - -
4. Aditi Sunil Pophale 1500000 11.73 - 1500000 11.73 - -

iii. Change in Promoters' Shareholding (Please specify if there is no change):

Shareholding at the beginning of the year Cumulative during the year total the Shareholding
No. of shares % of total shares of the Company No. of shares % of shares of Company
At the beginning of the year 9538250 74.62 9538250 74.62
Date wise Increase/ Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/ sweat equity etc) There is no change in Promoter's Shareholding during the year
At the End of the year 9538250 74.62 9538250 74.62

iv. Shareholding pattern of Top Ten Shareholders

(Other than Directors Promoters and Holders of GDRs and ADRs):

Name of the Shareholder Shareholding at the beginning of the year Increase /Decrease Particular of Change Shareholding at the end of the year
No. of Shares % of total Shares of the Company Date of Transaction No. of Shares No. of Shares Cumulative Shares during the year (% of total Shares of the Company) No. of Shares % of total Shares of the Company
1. Hem Finlease Private Limited 45000 0.35 05/04/2019 3000 Purchase 153000 153000 1.20
12/04/2019 3000 Sale
19/04/2019 9000 Purchase
26/04/2019 3000 Purchase
26/04/2019 3000 Purchase
24/05/2019 3000 Purchase
31/05/2019 3000 Sale
07/06/2019 3000 Sale
21/06/2019 9000 Purchase
05/07/2019 6000 Purchase
12/07/2019 6000 Purchase
02/08/2019 9000 Sale
09/08/2019 3000 Purchase
16/08/2019 3000 Sale
23/08/2019 9000 Purchase
30/08/2019 18000 Purchase
13/09/2019 9000 Sale
24/09/2019 3000 Sale
11/10/2019 3000 Sale
08/11/2019 6000 Sale
22/11/2019 3000 Purchase
06/12/2019 3000 Purchase
13/12/2019 54000 Purchase
20/12/2019 3000 Sale
31/12/2019 3000 Sale
03/01/2020 3000 Sale
17/01/2020 6000 Sale
24/01/2020 3000 Purchase
07/02/2019 6000 Purchase
14/02/2019 3000 Purchase
21/02/2020 9000 Purchase
13/03/2020 6000 Purchase
23/03/2020 12000 Purchase
27/03/2020 3000 Sale
31/03/2020 6000 Sale
2. Saurabh Jain 150000 1.17 21/06/2019 33000 Sale 3000 3000 0.02
05/07/2019 24000 Sale
12/07/2019 6000 Sale
09/08/2019 9000 Sale
16/08/2019 15000 Sale
23/08/2019 9000 Sale
30/08/2019 18000 Sale
06/09/2019 33000 Sale
3. Ramesh Damani 123000 0.96 - - - 123000 123000 0.96
4. Umesh Sharad Gandhi 12300 0 0.96 - - - 123000 123000 0.96
5. Hem Chand Jain 63000 0.49 26/07/2019 57000 Purchase 0 0 0.00
13/12/2019 120000 Sale
6. Priti Devi Sarawagi 0 0 31/05/2019 3000 Purchase 117000 117000 0.92
21/06/2019 30000 Purchase
19/07/2019 3000 Purchase
23/08/2019 30000 Purchase
01/11/2019 3000 Purchase
08/11/2019 3000 Purchase
13/12/2019 33000 Purchase
20/12/2019 6000 Purchase
13/03/2020 3000 Purchase
27/03/2020 3000 Purchase
7. Sanjay Kumar Sarawagi 0 0 24/05/2019 18000 Purchase 93000 93000 0.73
31/05/2019 Purchase
21000
16/08/2019 Sale
33000
06/09/2019 Purchase
27000
20/09/2019 Purchase
6000
27/09/2019 Purchase
3000
04/10/2019 Purchase
12000
11/10/2019 Purchase
15000
25/10/2019 Purchase
3000
22/11/2019 Purchase
3000
13/12/2019 Purchase
27000
20/12/2019 Sale
6000
06/03/2020 Sale
3000
13/03/2020 Sale
3000
27/03/2020 Purchase
3000
8. Gini Silk Mills Limited 69000 0.54 - - - 69000 69000 0.54
9. Ramesh S Damani 60000 0.47 12/07/2019 6000 Purchase 66000 66000 0.52
10. Maverick Share Brokers Private Limited 63000 0.49 - - - 63000 63000 0.49
Rajeev Chitrabhanu HUF 63000 0.49 - - - 63000 63000 0.49
Total 75900 5.92 873000 873000 6.83
0

v. Shareholding of Directors and Key Managerial Personnel:

Shareholding at the beginning of the year Cumulative during the year
No. of shares % of total shares of the Company No. of shares % of shares of Company Shareholding total the
Mr. Sunil H. Pophale
At the beginning of the year 8032625 62.84 8032625 62.84
Date wise Increase/ Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/ sweat equity etc) - - - -
At the End of the year 8032625 62.84 8032625 62.84
Mrs. Meena S. Pophale
At the beginning of the year 5375 0.04 5375 0.04
Date wise Increase/ Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/ sweat equity etc) - - - -
At the End of the year 5375 0.04 5375 0.04
Mr. Rahul Asthana (Resigned on 01st April 2020)

 

At the beginning of the year - - - -
Date wise Increase/ Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/ sweat equity etc) - - - -
At the End of the year - - - -
Mr. Prasanna Prabhakar Rege
At the beginning of the year - - - -
Date wise Increase/ Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/ sweat equity etc.) - - - -
At the End of the year - - - -

 

Mr. Ravindra Keshav Paranjpe
At the beginning of the year Date wise Increase/ Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/ sweat equity etc.) - - - - - - - -
At the End of the year - - - -
Mrs. Uttara Kher
At the beginning of the year - - - -
Date wise Increase/ Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/ sweat equity etc.) - - - -
At the End of the year - - - -
Mr. Pramod Gajare
At the beginning of the year - - - -
Date wise Increase/ Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/ sweat equity etc.) - - - -
At the End of the year - - - -
Ms. Priyanka Nagda
At the beginning of the year - - - -
Date wise Increase/ Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/ sweat equity etc.) At the End of the year - - - - - - - -
Mr. Laxmikant Potdar
At the beginning of the year - - - -
Date wise Increase/ Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/ sweat equity etc.) - - - -
At the End of the year - - - -

V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

(Rupees in Lakh)

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 1538.60 562.76 - 2101.36
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 3.90 - - 3.90
Total (i+ii+iii) 1542.50 562.76 - 2105.26
Change in Indebtedness during the financial year
Addition 48.77 - - 48.77
Reduction - 180.8 - 180.8
Net Change 48.77 (180.8) - (132.03)
Indebtedness at the end of the financial year
i) Principal Amount 1585.16 381.96 - 1967.12
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 6.11 - - 6.11
Total (i+ii+iii) 1591.27 381.96 - 1973.23

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

(Rupees in Lakh)

Name of MD/ WTD/ Manager
Particulars of Remuneration Mrs. Meena Pophale (Whole-time Director) Mr. Sunil Pophale (Executive Director) Mr. Pramod Gajare (Whole-time Director) Total Amount
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 12.00 12.00 24.70 48.7
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 - - - -
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 - - - -
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission - - - -
- as % of profit - - - -
- others specify - - - -
5 Others please specify - - - -
Total (A) 12.00 12.00 24.70 48.7

 

Ceiling as per the Act Rs. 8400000 as per Schedule V of the Companies Act 2013 i.e. Remuneration payable by companies having no profit where the effective capital is 5 crores and above but less than 100 crores.

B. Remuneration to other Directors:

(Rupees in Lakh)

Particulars of Remuneration Name of Directors
1. Independent Directors Mrs. Kher Uttara Mr. Ravindra Paranjpe Mr. Prasanna Rege Mr. Rahul Asthana
Fee for attending board / committee meetings Commission 1.2 1.5 2.4 1.5
- - - -
Others please specify - - - -
Total (1) 1.2 1.5 2.4 1.5
2. Other Non-Executive Directors - - - -
Fee for attending board / committee meetings - - - -
Commission - - - -
Others please specify - - - -
Total (2) - - - -

 

Overall Ceiling as per the Act Max. of Rs. 100000 per meeting

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

(Rupees in Lakh)

Particulars Remuneration of Key Managerial Personnel
Company Secretary Chief Financial Officer
Name of KMP's Ms. Priyanka Nagda* Mr. Jayesh Vaishnav** Mr. Laxmikant Potdar Total
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 0.44 0.45 15.76 16.65
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 - - - -
(c) Profits in lieu of salary under section 17(3) Income tax Act 1961 - - - -
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission - - - -
- as % of profit - - - -
- others specify - - - -
5 Others please Specify - - - -
Total 0.44 0.45 15.76 16.65

* From 14th February 2020 to 31st March 2020

** From 1st April 2019 to 30th June 2019

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD /NCLT/ COURT] Appeal made if any (give Details)
A. COMPANY
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
B. DIRECTORS
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
C. OTHER OFFICERS IN DEFAULT
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -

.