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Vakrangee Ltd.

BSE: 511431 Sector: IT
NSE: VAKRANGEE ISIN Code: INE051B01021
BSE 10:18 | 19 Aug 28.70 0.10
(0.35%)
OPEN

28.35

HIGH

29.10

LOW

28.35

NSE 10:04 | 19 Aug 28.85 0.30
(1.05%)
OPEN

28.50

HIGH

29.05

LOW

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OPEN 28.35
PREVIOUS CLOSE 28.60
VOLUME 83928
52-Week high 47.00
52-Week low 23.60
P/E 35.88
Mkt Cap.(Rs cr) 3,041
Buy Price 28.65
Buy Qty 1565.00
Sell Price 28.70
Sell Qty 499.00
OPEN 28.35
CLOSE 28.60
VOLUME 83928
52-Week high 47.00
52-Week low 23.60
P/E 35.88
Mkt Cap.(Rs cr) 3,041
Buy Price 28.65
Buy Qty 1565.00
Sell Price 28.70
Sell Qty 499.00

Vakrangee Ltd. (VAKRANGEE) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present 31st Annual Report onthe affairs of the Company together with the Audited Statement of Accounts for the yearended March 31 2021.

1. PERFORMANCE OF THE COMPANY

The Company's performance is summarized below:

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars Standalone Consolidated
2020 – 2021 2019-2020 2020 - 2021 2019-2020
Revenue from Operations 22743.67 62335.23 31429.14 68522.16
Other Income 6815.25 7599.58 6965.99 7747.82
Profit / Loss before Depreciation Finance Costs 8216.94 9153.39 9762.32 10140.46
Exceptional items and Tax Expense
Less: Depreciation/ Amortisation/ Impairment 1478.35 1486.04 1480.51 1488.60
Profit/Loss before Finance Costs Exceptional items and Tax Expense 6738.59 7667.35 8281.81 8651.86
Less: Finance Costs 0 0 0 0
Profit /Loss before Exceptional items and Tax Expense 6738.59 7667.35 8281.81 8651.86
Add/(Less): Exceptional Expense 0 503.41 0 503.41
Profit /Loss before Tax Expense 6738.59 8170.76 8281.81 9155.27
Less: Tax Expense (Current & Deferred) 1602.47 1718.38 2002.68 2027.26
Profit /Loss for the year (1) 5136.12 6452.38 6279.13 7128.01
Total Comprehensive Income/Loss (2) 89.24 18.42 88.50 54.34
Total (1+2) 5225.36 6470.80 6367.63 7182.35
Balance of profit /loss for earlier years 190153.46 186894.00 191811.00 187875.91
Less: Transfer to Reserves 0 0 0 0
Less: Dividend paid on Equity Shares 2648.51 2648.51 2648.51 2648.51
Less: Dividend Distribution Tax 0 544.41 0 544.41
Balance carried forward 192641.07 190153.46 195441.62 191811.00

PERFORMANCE Standalone:

Your Company's total income during the year under review was Rs.29558.92 Lakhs as compared to Rs. 69934.81 Lakhs in the previous year. The Profit aftertax was Rs. 5136.12 Lakhs as compared to Rs. 6452.38 Lakhs in the previous year.

Consolidated:

Your Company's total income during the year under review was Rs.38395.13 Lakhs as compared to Rs. 76269.98 Lakhs in the previous year. The Profit aftertax was Rs. 6279.13 Lakhs as compared to Rs. 7128.01 Lakhs in the previous year.

2. STATE OF COMPANY'S AFFAIRS

For Vakrangee FY2021 was a year of Building Resilience by Redefiningthe Last Mile. Vakrangee is one of the largest franchisee-based multi-service retailnetwork. We are focused on creating India's extensive network of last-mile retailoutlets at every postal code in the country enabling Indians to benefit from financialsocial and digital inclusion. The essence of Vakrangee lies in its unwaveringdetermination to see that every Indian has the opportunity to benefit from financialinclusion and access to the global marketplace. As a means to achieve our goal we havebundled modern-day conveniences into our new franchisee-model of Next-Gen VakrangeeKendra. Vakrangee through its services has tried to bridge the gap between the rural andurban India by providing essentialities such as Banking and ATM services online pharmacytelemedicine health services – including unlimited tele & video consultation withexpert doctors home blood test facility and doorstep delivery of medicines to minimizethe potential threat to the health and safety of the Vakrangee franchisees and customerspresent at remotest locations.

During the year we scaled up our highly recognisable"Next-Gen" format Kendra network to more than 11700+ Operational outlets whichare spread across covering 27 states and Union Territories over 510 districts and 4580postal codes. Out of these outlets 70% outlets are in Tier V & VI cities. TheCompany's planned target is to have a last mile presence across all postal codescovering each and every Gram Panchayat in the country. As we move forward to expand ournetwork of NextGen Kendras across India we believe that our growing network will benefitimmensely from a regimented degree of standardization and consistency in terms of thequality of our facilities and in terms of the service levels we offer our customers. OurPlanned target is to reach 25000 Next-Gen Kendras by FY2022 and 75000 Next-Gen Kendrasby FY2025. Our aim is to become India's largest rural distribution platform.

During the last 12 months the Company has done key alliances for theBanking & Financial Services such as the Banking BC tie up with SBM Bank (India) Ltdas well as NSDL Payment bank. The Company has further entered into a partnershiparrangement with Bank of Baroda for appointing Women BC Sakhis and providing Bankingservices in Uttar Pradesh. Also the Company has entered into a partnership agreement withTransUnion CIBIL Limited (TUCIBIL) one of the India's largest credit informationcompany regulated by Reserve Bank of India to drive financial inclusion by providing easyaccess to CIBIL Score and Report to consumers through Nextgen Vakrangee Kendra network.

This financial year has been challenging for all businesses around theglobe as Covid-19 slackened growth and negatively affected millions of families.Resilience in operation and innovative approach have been the key parameters to continueas a growing entity and serving humanity in the best possible way. Vakrangee Limited hasbeen a facilitator of the same and through multiple initiatives have been able to redefinethe last mile service. We are not only expanding the business geographically but alsoaddressing the need of the society by amalgamating technology with innovation throughdiversification of the services offered. Vakrangee has served the people by bringing theessential products and services at doorstep at the time of crisis.

Further your Company has been successful in benchmarkingCompany's performance on a wide range of industry specific economic environmentalgovernance and social criteria that are relevant to the growing focus on Businesssustainability and financially relevant to the corporate success. Global recognitionreflects company's commitment to further enhance its corporate governance andtransparency standards. Company has achieved Global recognition across various platformsfor its superior ESG performance and long term Business sustainability.

During the year gone which is FY2021 we are extremely proud to sharethat Vakrangee was recognized & included in 2021 Bloomberg Gender-Equality Index.Also Vakrangee has been globally ranked No.1 in the Sustainalytics ESG Risk ratingrankings out of the 816 companies assessed in the Software and Services industry acrossworldwide. Further we received recognition through CDP as well as S&P Global wherebywe have ranked 13 on overall Global S&P rankings as well as ranked 9th onCorporate governance standards. At Vakrangee we have always attempted to be a Responsibleand Socially Conscious company. This rating is a validation of our belief and commitmentto our Business model of Nextgen Vakrangee Kendras. Through our network of kendras we aretaking the financial and digital literacy to the bottom of the socioeconomic pyramid andserving as the last-mile link to connect India's unserved and underserved rural andurban citizens by offering them the same products and services at the same timecompetitive price and same service levels. We are acting as the biggest equaliser bybridging the gap between the urban and rural population in India.

We have mapped our sustainability initiatives with the UnitedNation's Sustainable Development Goals. The goals are a blueprint to achieve a bettertomorrow. Our aim is to efficiently adopt these goals and address the global challengeswhich includes poverty inequality climate environmental degradation prosperity andpeace and justice.

Vakrangee Limited has been accepted as a Signatory of the UnitedNations Global Compact. We are now part of a global network of over 9500 companies and3000 non-business participants that are committed to building a sustainable future.

The UN SDG goals are interconnected and we intend to implement them inorder to make the world a better place. We believe that businesses can have a positiveimpact on the societies they serve. Our principles of sustainability define how Vakrangeedelivers responsible and sustainable growth.

• Your Company's Membership number for United Nations GlobalCompact is as follows: Participant ID – 138851

• Vakrangee's Impact Sustainability & ESG (Impact - ESG)- https://vakrangee.in/overview.html

• COP (Communication on Progress) Policy -https://vakrangee.in/pdf/Franchisee/overview/ Communication%20of%20Progress%20(COP)%20Policy.pdf

COVID-19 Pandemic - Update on Business Operations

During COVID pandemic we have been successful in opening of ouroutlets during this period of lockdown since we have been providing essential services.However the service offering at our outlets was limited as majorly only Banking and ATMservices were operational whereas other key services like Online shopping onlinepharmacy Travel services and Logistics were closed due to on ground delivery challengesand travel ban amidst Lockdown. Further in Banking services we witnessed lower ticketsize transactions and absence of deposit transactions whereby only withdrawal transactionswere in focus during the said period. In spite of COVID-19 Pandemic situation Vakrangeekendra network throughput crossed more than US$ 5.2 BILLION ` ( 37600+ crore) in the Fullyear FY2021 and Our Total Number of transactions crossed 126.8 mn (~12.6 crore)transactions on a Annual basis which has been very encouraging.

This makes us one of the very few companies globally who areoperational during a lockdown and providing key emergency and essential services to thecitizens in the most environment friendly manner at the remotest parts of the countrythereby serving unserved and underserved parts of the country. At the same time health ofour franchisees and customers is important to us and all our Vakrangee Kendras aremaintaining complete safety protocols and also maintaining proper hygiene at the outlets.

Based on the essential services we provided during the pandemic we areamongst the very few companies globally who were operational and brought our services tothe unserved and underserved population in the remotest parts of the country and redefinedthe last mile service during the time of crisis. We introduced new facilities such asDoorstep banking and Digital Vakrangee Kendras whereby customers could avail thefacilities from the comfort of their homes and reduce possibilities of getting affected byCovid-19. Amidst Lockdown Our Banking Business Correspondents BCs provided doorstepbanking services to Jan Dhan Account Holders in remote rural areas especially for seniorcitizens and old age pensioners. We look forward to serving the community while expandingour operation through a sustainable approach and driving resilience by incorporatingleading edge technology and innovation.

We believe our Brand awareness and store awareness has increasedsignificantly during this period of COVID-19 pandemic as our kendras have been open andare providing key essential services in their neighborhoods due to which we believe weshall emerge as the store of choice for our customers for all their Essential needs.Further we expect our services to normalize over the next couple of months and businessgrowth momentum to improve going forward. Due to our enhanced visibility during thislockdown period and an aggressive marketing campaign done over the last 6 months theCompany has received an overwhelming response on the same and has received huge number ofnew enquires for NextGen Vakrangee franchisee model. Further Under Pradhan Mantri MudraYojana (PMMY) the Banks have started to extend finance to the micro enterprises which arein the business of manufacturing trading and service sector in rural urban & metroareas.

Union Bank of India is now offering a special product for ourfranchisees under Union Mudra Scheme. Union Bank of India has an overall planned outley ofRs. 2000 crore and sanctioned the outlay of Rs. 800 Crores (first tranche) under UnionMudra Scheme for Nextgen Vakrangee Kendra franchisees. The Loans covered under MUDRAscheme are collateral free loans. This is a huge boost to our potential franchiseesthereby easing the On-Boarding process for our potential franchisees. The Company believesand is very confident to achieve its store expansion targets well before the statedtimelines. Due to the overwhelming response received on the new enquiries the Company hasalready initiated the onboarding to Go-live process of these outlets and have alreadybegun the preparation on key requirements to achieve this feat.

New Initiatives – Launch of Digital Vakrangee Kendra

Your Company has recently launched an online digital platform to enableseamless services for the consumer at the comfort of their homes. Through this we haveevolved into the unique O2O (Online to O_ine) platform whereby there is Assistanceavailable through the Physical Kendra network along with Digital Online Services TheCompany has Initiated this Unique Hybrid proposition with launch of first Digital serviceof Telemedicine services The Company plans to make many more services live through thisplatform. We are also launching a Mobile Super App based business platform: BharatEasyApp India ka Super App.

By downloading a single Vakrangee's BharatEasy Super App mobileapplication our customers would get access to a wide array of Products and Services whichwould significantly reduce their requirement to switch between multiple apps. This wouldlead to superior customer experience and convenience for the customer. Consumers would useit every day because our app would offer a seamless multi-service integrated andefficient experience.

All the Product & Service Partnerships and Relationships Built bythe company over the last many years the Mobile App would have direct access to them.Further the technology Integration and API integration for all these various services hasalready been done and thereby saves a lot of costs as well Time to Market for the DigitalMobile App venture. A unique differentiator and a Sustainable Competitive advantage iswhereby our Digital Super App platform would be able to leverage the Vakrangee OnGroundEco-system – a vast well diversified pan India level 11700+ physical store networkof Vakrangee as point of Physical Assistance especially to consumers to Semi Urban andrural remote locations.

This Unique Proposition of Digital along with Physical:"Phygital" would help the Digital channel to scale up fast and wouldsignificantly reduce the costs related to acquiring customers physical assistance orderfulfilling and Return management of online orders. Further leveraging physical presencewould result into better customer interaction strong Brand recall and better serviceexperience and Trust for the customers.

Update on Scheme of Merger/Amalgamation

The Company at its Board meeting held on 13th February 2020 hadapproved the Scheme of Amalgamation pursuant to the provisions of Section 230 to 232 ofthe Companies Act 2013 subject to the approval from National Company Law Tribunal Mumbaihaving jurisdiction over the Company and also the necessary approvals from the concernedregulatory authorities including stock exchanges where the shares of the Company werelisted for Amalgamation of M/s VAKRANGEE LOGISTICS PRIVATE LIMITED ("the FirstTransferor

Company") and VAKRANGEE FINSERVE LIMITED ("the SecondTransferor Company") the wholly owned subsidiaries with VAKRANGEE LIMITED ("theTransferee Company').

The Company had filed a Company Application with the National CompanyLaw Tribunal Mumbai Bench; Mumbai ("NCLT") to seek necessary directions.

However due to substantial changes in business environment during FY2020-21 the Board of Directors of the Company was of the opinion that considering thepresent scenario it would not be prudent to proceed with proposed Amalgamation ofVakrangee Logistics Private Limited and Vakrangee Finserve Limited with Vakrangee Limited.Hence an application for withdrawal of the Scheme was filed with NCLT and the same wasapproved by NCLT on December 3 2020.

Update on Scheme of Arrangement for demerger

The Company at its Board meeting held on 19th_June 2021 hadapproved a scheme of arrangement for_demerger of digital division (Demerged undertaking)of Vakrangee Limited ("VL") into Vakrangee Digital Ventures Limited("VDVL") under Sections 230 to 232firead with section 66_and other applicableprovisions of the Companies Act 2013. The Scheme inter alia provides for transfer ofDigital Division (Demerged undertaking) whereby the Company would provide digital platformto enable seamless services for the consumers at the comfort of their homes.

Pursuant to the said scheme the shareholders of Vakrangee Limited willget One (1) new Equity share of VDVL of the face value of Re. 1/- each fully paid up forevery One (1) Equity Share of the face value of Re.1/- each fully paid up held by them inVL. The shares of VDVL arising out of the Scheme will be listed on BSE and NSE inaccordance with the applicable laws and regulations after complying with the formalitiesof the said stock exchanges.

The Scheme is subject to requisite approvals of the National CompanyLaw Tribunal BSE Limited National Stock Exchange of India Limited Securities andExchange Board of India and other statutory / regulatory authorities including those fromthe shareholders and/or creditors of the Demerged Company.

Launch of Strategy 2.0

The Board of your Company believes that now the Company is well poisedand have a clear visibility for a strong growth journey in the next few years to come. TheCompany has now launched its next 5 year growth plan and Future Business guidance throughStrategy 2.0 Document. The Strategy 2.0 Document highlights Company's Next 5 yeargrowth targets and operational and financial deliverables in detail. This document focuseson the Core Business of Physical network of NextGen Kendra outlets. This strategy plandocument does not include any contribution from the digital mobile app platform.Board's vision is now set to create the world's largest franchisee baseddistribution channel in India with a strong focus on Rural India. The Board of Directorsare confident to deliver very strong growth over the next 5 years as our network wouldgrow from 11700 to 25000 outlets by March 2022 and to 75000 outlets by March 2026. Itis estimated that the Gross Transaction value would cross US$50 Billion on an Annual basisover the next 5 years and number of transactions would cross a billion transactionsannually. This would result into significant growth in Revenues and profitability as yourCompany's business model is asset light franchisee based model with strong operatingleverage. Your Company's Cash Adjusted Return on Capital would improve significantly.

3. DIVIDEND

Your Company is focussing on key growth initiatives of Strategy 2.0such as scaling to 75000 Next-Gen Vakrangee kendras as well as Digital strategy forenabling O_ine to Online platform through Bharat Easy Mobile super App. Therefore theBoard is of the view that it would be in the best interest of the company and itsshareholders that the maximum amount of free cash flows of the business is reinvested andthe profits are ploughed back in the business for future growth. Therefore the Directorskeeping in view the future expansion plans of the Company are pleased to recommend adividend of Rs. 0.10/- per equity share of Re.1/- each fully paid up of the Company(previous year Rs. 0.25/- per equity share of Re.1/- each fully paid up of the Company)subject to the approval by the shareholders at the forthcoming Annual General Meeting. Thetotal dividend payout will be of Rs. 1059.41 Lakhs. No amount is proposed to betransferred to the reserves.

The dividend payout is in accordance with company's DividendDistribution Policy. The Dividend Distribution Policy as adopted by the Company is annexedherewith as "Annexure 1". The policy is also available on the web-site ofthe Company https://www.vakrangee.in/policies_and_ guidelines.html.

4. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on March 31 2021was Rs. 1059405640/- comprising of 1059405640 equity shares of Re. 1/- each.

5. PUBLIC DEPOSITS

During the year under review the Company has not accepted or renewedany deposits falling within the purview of provisions of Section 73 of the Companies Act2013 read with The Companies (Acceptance of Deposits) Rules 2014.

6. SUBSIDIARIES

As on March 31 2021 the Company has three wholly owned subsidiariesviz Vakrangee Finserve Limited Vakrangee Logistics Private Limited and Vakrangeee-Solutions INC. Further on June 14 2021 the Company has incorporated a wholly ownedsubsidiary in the name and style as "Vakrangee Digital Ventures Limited".

There are no associate or joint venture companies within the meaning ofSection 2(6) of the Companies Act 2013 ("Act"). There has been no materialchange in the nature of the business of the subsidiaries.

In accordance with Section 129(3) of the Companies Act 2013 theCompany has prepared consolidated financial statements of the Company which forms part ofthis Annual Report. Further a statement containing the salient features of the FinancialStatements of Subsidiary Companies in prescribed Form AOC – 1 is annexedherewith as

"Annexure 2".

In accordance with Section 136 of the Companies Act 2013 the AuditedFinancial Statements including the Consolidated Financial Statements and relatedinformation of the company and its subsidiaries are available on the website of theCompany at www.vakrangee.in. As on March 31 2021 as per the provisions of ListingRegulations as per immediately preceding accounting year 2019-20 the Company does nothave any material subsidiary companies. However the Company has adopted Policy ondetermining Material Subsidiaries which is available on the website of the Company athttps://www.vakrangee.in/ policies_and_guidelines.html.

Vakrangee e-Solutions INC

The Company holds 100% of Equity Share Capital of Vakrangee e-SolutionsINC which was incorporated in the financial year 2009-10 in Philippines for exploringvarious e-Governance opportunities in Philippines. The first contract under the initiativewas "Land Titling Computerization Project" under which it completed scanningdigitization and encoding of more than 15 million title deeds for the Government ofPhilippines. The prestigious LTCP project was successfully executed through deployment ofworld class technology and more than 8500 manpower resources to digitize land titles from168 Districts of Philippines.

Vakrangee Logistics Private Limited

Vakrangee Logistics Private Limited incorporated in March 2016 is awholly owned subsidiary of Vakrangee Limited. Vakrangee Logistics is building for itsalliance partners an unparalleled last-mile delivery capabilities and thus expandingtheir reach to unserviceable pincodes where the logistics challenges are the maximum fortraditional logistics companies. Vakrangee Logistics leverages the physical presence ofVakrangee Kendras to offer the last-mile delivery services. The key services offered byVakrangee Logistics include forward delivery reverse pick-ups and courier booking.Vakrangee Logistics through its network ensures a hassle-free experience to its partnersand end-customers.

Vakrangee Finserve Limited

Vakrangee Finserve Limited is a 100% Subsidiary of the VakrangeeLimited incorporated in September 2011 with a focus on working as Business Correspondentfor various Banks under the Business Correspondent (BC) Model of Reserve Bank of India(2006) in the area of Financial Inclusion.

The Company has already signed agreements with various PSU Banks andtheir Rural Regional banks for carrying out BC services for these banks in identifiedRural Semi-Urban and Urban areas. The services include bank activities such as opening ofBank Accounts Deposits Withdrawals and Remittances etc. Besides the Company wouldprovide Business Facilitator Services to these Banks which involve mobilization ofdeposits and loans.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and Analysis Report for the year under review asrequired under the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (SEBI LODR 2015) is forming part of thisAnnual Report.

8. DIRECTORS' RESPONSIBILITY STATEMENT

Your Board of Directors hereby state that:

a) in the preparation of the annual accounts for the financial yearended March 31 2021 the applicable accounting standards have been followed and that nomaterial departures have been made from the same;

b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profits of the Company for that period;

c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls for the Company andsuch internal financial controls are adequate and operating effectively; and

f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively.

9. CORPORATE GOVERNANCE

The Report on Corporate Governance as per the requirement of SEBI LODR2015 forms part of this Annual Report.

The requisite certificate from M/s. S.K. Jain & Co. PracticingCompany Secretary confirming the compliance with the conditions of Corporate Governancehas been included in the said Report.

A Certificate from the Managing Director & Group CEO and CFO of theCompany in terms of SEBI LODR 2015 inter alia confirming the correctness of theFinancial Statements and Cash Flow Statements adequacy of the internal control forfinancial reporting and reporting of matters to the Audit Committee is also forming partof this Annual Report.

10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

In accordance with the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 requiredinformation relating to the Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo is given as hereunder:

Conservation of Energy

The Operations of the Company are not energy intensive. Howevermeasures have been taken to reduce energy consumption by using efficient computers ITAssets and other Equipments with latest technologies.

Technology Absorption

Since business and technologies are changing constantly investment inresearch and development activities is of paramount importance. Your Company continues itsfocus on quality up-gradation of products and services development. It has helped maintainmargins.

Foreign Exchange Earnings and Outgo

(Rs. in Lakhs)

Particulars 31st March 2021 31st March 2020
Foreign Exchange Earnings Nil Nil
Foreign Exchange Outgo Nil Nil

11. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

Disclosures relating to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule

5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are annexed herewith as

"Annexure 3".

In terms of Section 136 of the Act the Annual Report and Accounts arebeing sent to the Members excluding the information on employees' particulars whichis available for inspection by the Members at the Registered Office of the Company duringthe business hours on working days of the Company. Any member interested in obtaining suchparticulars may write to the Company Secretary at the Registered Office of the Company.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Appointments during the year:

• Mr. Hari Chand Mittal (DIN: 08797386) was appointed asAdditional Independent Director for a period of five years w.e.f. July 31 2020. Theshareholders in the Annual General Meeting held on September 28 2020 approved theappointment of Independent Director.

• Dr. Nishikant Hayatnagarkar (DIN: 00062638) was re- appointed asWhole Time Director of the Company for a further period of five years w.e.f. October 12020.

• Mr. Ajay Jangid was appointed as Chief Financial Officer (CFO)of the Company w.e.f. December 21 2020.

• Mr. Jay Bhansali was appointed as Company Secretary &Compliance Officer of the Company w.e.f. December 21 2020.

(b) Resignations during the year:

• Mr. Anil Khanna resigned as Non – Executive Director of theCompany w.e.f. September 11 2020.

• Mr. Subhash Singhania resigned as CFO of the Company w.e.f.December 20 2020.

• Mr. Mehul Raval resigned as Company Secretary & ComplianceOfficer of the Company w.e.f. December 20 2020.

None of the Independent Directors had any pecuniary relationship ortransactions with the Company during Financial Year 2020-21. In the opinion of the Boardthey fulfill the conditions of independence as specified in the Companies Act 2013 andListing Regulations and are independent of the management.

In the opinion of the Board the independent director appointed duringthe year possesses the required qualifications integrity expertise and experience(including pro_ciency) for the position.

They also bring in the required skill competence and expertise thatallow them to make effective contributions to the Board and its committees.

None of the Directors or Key Managerial Personnel (KMP) of the Companyare related inter-se.

In terms of Section 203 of the Companies Act 2013 the following arethe Key Managerial Personnel of the Company: - Mr. Dinesh Nandwana Managing Director& Group CEO - Dr. Nishikant Hayatnagarkar Whole Time Director - Mr. Ajay JangidChief Financial Officer - Mr. Jay Bhansali Company Secretary & Compliance OfficerPursuant to the provisions of Section 152(6) of the Companies Act 2013 Mr. DineshNandwana Managing Director & Group CEO retires by rotation and being eligibleoffers himself for reappointment at the ensuing Annual General Meeting.

As per the information available with the Company none of theDirectors of the Company are disqualified for being appointed as a Directors as specifiedin Section 164(2) of the Companies Act 2013.

13. DECLARATION OF INDEPENDENCE

All Independent Directors have given declarations afirming that theymeet the criteria of independence as laid down under Section 149(6) of the Companies Act2013 and Regulation 16(1)(b) of the SEBI LODR 2015 and there has been no change in thecircumstances which may affect their status as Independent Directors during the year.Further all the Independent Directors have complied with the Code for IndependentDirectors prescribed in Schedule IV of the Companies Act 2013 and the Code of Conduct forDirectors and senior management.

14. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES

a. BOARD MEETINGS

During the financial year 2020-21 your Board met five times incompliance with SEBI Circular No. SEBI/HO/ CFD/CMD1/CIR/P/2020/38 dated March 19 2020 andSEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/110 dated June 26 2020 and MCA Circular No.11/2020 dated March 24 2020 wherein relaxation of time gap between two Board meetings wasgranted.

The details viz Composition number of meetings dates of meetings andattendance of Directors at such meeting are included in the Corporate Governance Report.

b. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI LODR2015 the Nomination and Remuneration and Compensation Committee (NRC) has carried outBoard Evaluation i.e. evaluation of the performance of: (i) the Board as a whole and itsCommittees and (ii) individual directors (including independent directors).

The performance evaluation of the Independent Directors was carried outby the entire Board excluding the Directors being evaluated.

The performance evaluation of the Chairman Non-Independent Directorsand the Board as a whole was carried out by the Independent Directors at their separatemeeting. The evaluation has been done as per the process laid in the "Policy forEvaluation of performance of the Board of Directors of Vakrangee Limited" (hereinafter referred to as "Charter") adopted by the Board based on structuredquestionnaires for performance evaluation.

c. AUDIT COMMITTEE

The Board has well-qualified Audit Committee the composition of whichis in line with the requirements of Section 177 of the Companies Act 2013 read withRegulation 18 of SEBI LODR 2015. All the Members including the Chairman of the AuditCommittee are Independent. They possess sound knowledge on Accounts Audit FinanceTaxation Internal Controls etc. The details viz Composition number of meetings datesof meetings and attendance of Directors at such meeting are included in the CorporateGovernance Report.

During the year under review the Board has accepted all therecommendations of the Audit Committee. The Company Secretary of the Company acts asSecretary of the Committee.

d. NOMINATION & REMUNERATION AND COMPENSATION COMMITTEE

The Company has duly constituted Nomination and Remuneration andCompensation Committee as per the requirements prescribed under the provisions of Section178 of the Companies Act 2013 and Regulation 19 of SEBI LODR 2015.

The composition of the Committee was re-constituted on August 29 2020with the following members:

1. Mr. Avinash Vyas – Chairman

2. Mr. Sunil Agarwal – Member

3. Mr. Hari Chand Mittal – Member The Board has framed aNomination and

Remuneration and Compensation Policy including fixation of criteria forselection and appointment of Directors Key Managerial Personnel and Senior ManagementPersonnel. The same has been annexed herewith as "Annexure 4". The Policyis also uploaded on the web-site of the Company at link: https://vakrangee.in/policies_and_guidelines.html. The details viz Composition number ofmeetings dates of meetings and attendance of Directors at such meeting are given in theCorporate Governance Report.

e. RISK MANAGEMENT COMMITTEE

Pursuant to Regulation 21 of SEBI LODR 2015 the Company haveconstituted a Risk Management Committee to review and mitigate risk factors. The Companyhas laid down the procedures to inform to the Board about the risk assessment andminimization procedures and the Board has formulated Risk Management Policy to ensure thatthe Board its Audit Committee and its Executive Management should collectively identifythe risks impacting the Company's business and document their process of riskidentification risk minimization risk optimization as a part of a risk managementpolicy/ strategy. The common risks associated with the Company include Rapid Changes inTechnology Heavy Dependence on Franchisee Model Legal Risk Financial Reporting RiskRisk of Corporate Accounting Fraud Cyber attack and data leakage. The details vizComposition number of meetings dates of meetings and attendance of Directors at suchmeeting are given in the Corporate Governance Report.

f. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR)

In accordance with the provisions of Section 135 read with Schedule VIIof the Companies Act 2013 the Company has adopted a CSR Policy outlining various CSRactivities to be undertaken by the Company. The Company during FY 2020-21 undertook CSRactivities by spending the earmarked amount in the fields of Social Awareness Health Careand Education. The CSR Committee evaluates various proposals diligently and then selectsfew of them.

Based on the recommendation of the CSR Committee in respect of unspentCSR amount the board has identified following projects as Ongoing Project which are inthe nature of multi-year projects.

1. Bharat Vikas Parishad Sewa Sanstha.

2. RVG Educational Foundation

3. IIIT Kota

4. My Home India

With respect to the ongoing projects the Company in compliance withsection 135(5) and 135(6) of the Companies Act 2013 has transferred an unspent amount ofRs. 650.05 Lakhs in a separate Unspent CSR Account.

The Company has always adhered to the main thrust and spirit of the lawto generate conducive environment for enabling corporates to conduct themselves in asocially responsible manner while contributing towards human development goals of thecountry.

Further the Company's business model itself was in the nature ofproviding services to the unserved & underserved rural semi urban and urban markets.The Company's 70% retail outlets are concentrated in tier V and tier VI cities.Company's technology intensive retail distribution platform for last miletouchpoints deliver services across Banking Financial Services ATMs InsuranceE-governance E-Commerce and Logistics services on a real time basis across theunder-served rural and urban India.

We take seriously our responsibility to Our Submission the call ofthose who aspire a better tomorrow – even as we constantly innovate to solve thechallenges of tomorrow.

Company's Business model is franchisee based who preferably is alocalite. In addition each franchisee employs minimum of 1-3 resources creatingemployment opportunities and financial stability. The Company's business model thuscreates a ripple effect in the larger society. It facilitates skill enhancement. We takeordinary individuals and train them with skill-sets that helps them yield remarkableresults. There is basic certification needed for rendering banking and insurance servicesthereby enhancing his skill-sets. Therefore the Company's business model is totallyfocused on financial and social inclusion of the society. With respect to the unspent CSRamount for the financial year 2020-21 the Board of Directors would like to state thatthe CSR Committee has put in its best efforts and considered/evaluated various proposalsdiligently and also had selected few of them viz Bharat Vikas Parishad Sewa Sanstha MyHome India RVG Educational Foundation and IIIT Kota.

The Board is fully confident that the overall CSR spends in theseprojects would fully meet the guidelines. However the schedules of these projects isspread over 2 to 3 years which would also cover the unspent amount of previous years andwill meet the future guidelines too.

The CSR Policy of the Company is available on the Company'swebsite https://www.vakrangee.in/ policies_and_guidelines.html.

The Board has constituted a CSR committee inter-alia to define andmonitor budgets to carry out CSR activities to decide CSR projects or activities to beundertaken and to oversee such projects.

CSR Committee comprises of following:

Name Designation
Mr. Dinesh Nandwana Managing Director & Group CEO
Mr. Ramesh Joshi Independent Director
Mr. Sunil Agarwal Independent Director

Further the disclosures as required under Rule 8 of Companies(Corporate Social Responsibility Policy) Rules 2014 has been enclosed to this Report in "Annexure5".

g. STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the requirements of Section 178 of the Companies Act 2013 andRegulation 20 of SEBI LODR 2015 the Company has constituted Stakeholders RelationshipCommittee. The details viz Composition number of meetings dates of meetings andattendance of Directors at such meeting are given in the Corporate Governance Report.

h. BOARD ESG COMMITTEE

In order to meet UN Sustainable Development Goals (UN-SDG) and BestGlobal Practices the Company has constituted the Board ESG Committee.

The Board ESG Committee will work with all the other Board Committeesto assist the Board in fulfilling its responsibilities. The objective of the Committee isto consider the material environmental social and governance issues relevant to theCompany's business activities and support the Company in maintaining its position asa global leader in ESG performance. The role of the Committee is to support the Board in:-

• Understanding how Company's ability to create value isimpacted by environmental social and governance issues - monitoring external ESG trendsand understanding associated risks and opportunities.

• Understanding the expectations of key stakeholders.

• Reviewing the performance and results of key ESG investorInitiatives / surveys and global benchmarks - Overseeing the implementation of keyinitiatives identified or areas for improvement identified from ESG investor surveys andglobal benchmarks.

• Considering emerging ESG issues to understand their materialitywith regard to Company's long term value creation.

• Review and Evaluate the Overall Business strategy from an ESGimpact perspective.

• To monitor and review if the Sustainable development goals areintegrated into any new Business strategy or new business initiatives.

• Assist the NRC Committee to review the performance of seniormanagement from an ESG deliverable perspective.

• To review the progress of key initiatives being implemented bythe GHG Reduction strategy Committee. The committee currently comprises of followingmembers of the Board:

Name Designation
M r. Avinash Vyas Chairman
M r. Ramesh Joshi Member
Ms. Sujata Chattopadhyay Member

During the year under review total 3 meetings of the ESG Committeewere held on 30.07.2020 30.10.2020 and 08.02.2021 and following is the table showingattendance for the same. The details of meeting attended by its members is as follows:

Name of the Director Category No. of meetings held No. of meetings attended
Mr. Avinash Vyas Chairman 3 3
Mr. Ramesh Joshi Member 3 3
Ms. Sujata Chattopadhyay Member 3 3

15. AUDITORS AND REPORTS

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

Statutory Auditor

M/s A.P. Sanzgiri & Co. Chartered Accountants Mumbai (Firm Regn.No.116293W) were appointed as the Statutory Auditors of the Company at the Annual GeneralMeeting held on 28th September 2018 for a period of 4 years i.e. from the conclusion ofthe said Annual General Meeting until the conclusion of Thirty Second Annual GeneralMeeting. The Auditor's Report do not contain any qualifications reservationsadverse remarks or disclaimer.

Secretarial Auditor

M/s. S. K. Jain & Co. Practicing Company Secretary was appointedto conduct Secretarial Audit of the Company for the financial year 2020 - 2021 as requiredunder Section 204 of the Companies Act 2013 and the rules thereunder. The SecretarialAudit Report for the financial year ended March 31 2021 is annexed herewith as "Annexure6" to this Report. The Secretarial Auditor's Report do not contain anyqualifications reservations adverse remark or disclaimer.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provision of Section 177 (9) of the Companies Act 2013 theCompany is required to establish an effective Vigil Mechanism for Directors and Employeesto report genuine concerns. In line with this the Company has framed a Vigil Mechanism/Whistle Blower Policy through which the Directors and Employees Franchisees BusinessPartners Vendors or any other third parties making a Protected Disclosure under thisPolicy may report concerns about unethical behavior actual or suspected fraud orviolation of the Company's Code of Conduct & Ethics without fear of reprisal. ThePolicy provides for adequate safeguards against victimization of employees who avail ofthe mechanism and also provides for direct access to the Chairman of the Audit Committee.It is afirmed that no personnel of the Company have been denied access to the AuditCommittee. The Whistle Blower Policy is placed on the website of the Company athttps://vakrangee.in/policies_and_guidelines.html

17. DISCLOSURE 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 withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. All women employees (permanent contractual temporary andtrainee) are covered under this Policy. During the year 2020 - 21 no complaints on sexualharassment were received.

We hereby state and confirm that the Company has constituted aninternal complaints committee to redress complaints received regarding sexual harassmentunder provisions of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

18. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY

No material changes and commitments affecting the financial position ofthe Company have occurred between the end of the Financial year of the Company to whichthe Financial Statement relate and the date of this report. There was no change incompany's nature of business during the FY 2020 - 21.

19. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year all contracts / arrangements / transactions entered bythe Company were in Ordinary Course of the Business and on Arm's Length basis. Therewere no material transactions with any related party as defined under Section 188 of theCompanies Act 2013 read with Companies (Meetings of Board and its Powers) Rules 2014.During the year the Company had not entered into any contract / arrangement / transactionwith related parties which could be considered material in accordance with the Policy ofthe Company on materiality of related party transactions. Accordingly the disclosure ofRelated Party Transactions as required under Section 134(3)(h) of the Companies Act 2013in Form AOC-2 is not applicable. The members may refer Note. 42 to the FinancialStatements which sets out Related Party disclosures pursuant to Ind AS. There are nomaterially significant related party transactions that may have potential conflict withinterest of the Company at large.

The Policy on materiality of related party transactions and on dealingwith related party transactions as approved by the Board may be accessed on theCompany's website https://vakrangee.in/policies_and_guidelines.html. The Policyintends to ensure that proper reporting approval and disclosure processes are in placefor all transactions between the Company and related parties.

20. BUSINESS RESPONSIBILITY REPORT

A separate section on Business Responsibility Report forms part of thisAnnual Report as required under Regulation 34(2)

(f ) of SEBI LODR 2015.

21. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN ORSECURITIES PROVIDED BY THE COMPANY

Particulars of Loans Guarantees and Investments covered underprovisions of section 186 of the Act if any are given in the notes to the FinancialStatements.

22. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The internal control systems comprising ofpolicies and procedures are designed to ensure sound management of your Company'soperations safekeeping of its assets optimal utilization of resources reliability ofits financial information and compliance. Based on the report of Internal Audit functioncorrective actions are undertaken in the respective areas and thereby strengthen thecontrols. The statutory auditors of the Company has audited the financial statementsincluded in this annual report and has issued a report on our internal financial controlsover financial reporting as defined in Section 143 of the Act.

23. EMPLOYEES STOCK OPTION SCHEME

The Company has in place Employees Stock Option Scheme(‘‘ESOP Scheme'') namely ESOP scheme 2014. The ESOP Scheme of theCompany is in compliance with the SEBI (Share Based Employee Benefits) Regulations 2014("the Regulations") and no material changes in the scheme was carried out duringthe year under review.

The details required to be disclosed under SEBI Guidelines areavailable on Company's web-site www.vakrangee.in.

24. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act2013 Extract of the Annual Return for the financial year ended March 31 2021 made underthe provisions of Section 92(3) of the Companies Act 2013 is placed at Company'swebsite on www.vakrangee.in.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review no significant and material orders werepassed by the Regulators Securities Exchange Board of India Stock Exchanges Tribunal orCourts which impact the going concern status and the Company's operations in future.

26. HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment competence and dedicationshown by its employees in all areas of Business.

The Company is committed to nurturing enhancing and retaining toptalent through superior Learning and Organizational Development. This is a part ofCorporate HR function and is a critical pillar to support the Organisation's growthand its sustainability in the long run.

27. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company hereby afirms that during the year under review theCompany has complied with all the applicable Secretarial standards i.e. SS-1 and SS-2relating to ‘Meetings of the Board of Directors' and ‘GeneralMeetings' respectively(including any modifications or amendments thereto) issued bythe Institute of Company Secretaries of India.

28. REPORTING OF FRAUDS

There was no instance of fraud during the year under review whichrequired the Statutory Auditors to report to the Audit Committee and / or Board underSection 143(12) of the Act and the rules made thereunder.

29. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS

Your Company doesn't fall within the scope of Section 148(1) ofthe Companies Act 2013 and hence does not require to maintain cost records as specifiedby the Central Government.

30. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

As required under section 124 of the Act Unclaimed dividend amountaggregating to Rs. 742151/- pertaining to financial year ended on March 31 2013 lyingwith the Company for a period of seven years was transferred during the financial year2020-21 to Investor Education and Protection Fund (IEPF) established by the CentralGovernment.

Further as required under section 124 of the Act 128551 equityshares in respect of which dividend has not been claimed by the members for sevenconsecutive years or more have been transferred by the Company to the Investor Educationand Protection Fund Authority during the financial year 2020-21. Details of sharestransferred have been uploaded on the website of IEPF as well as the Company. The Companyhave appointed Mr. Jay Bhansali as the Nodal Officer to ensure compliance with the IEPFRules.

The details of unpaid and unclaimed amounts lying with the Company isavailableon the Company's website:- www. vakrangee.in

31. INTEGRATED REPORT

The Company being one of the top 500 companies in the country in termsof market capitalization as on financial year end has voluntarily provided IntegratedReport which encompasses both financial and non-financial information to enable themembers to take well informed decisions and have a better understanding of theCompany's long term perspective. The Report also touches upon aspects such asorganisation's strategy governance framework performance and prospects of valuecreation based on the six forms of capital viz. financial capital manufactured capitalintellectual capital human capital social and relationship capital and natural capital.

CAUTIONARY STATEMENT

Statements in the Board's Report describing the Company'sobjectives expectations or forecasts may be forward looking within the meaning ofapplicable securities laws and regulations. Actual results may differ materially fromthose expressed in the statement. Important factors that could influence theCompany's operations include global and domestic demand and supply input costsavailability changes in government regulations tax laws economic developments withinthe country and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors thank the Company's employees customersfranchisees vendors investors for their continuous support. The Directors regret theloss of life due to COVID-19 pandemic and are deeply grateful and have immense respect forevery person who risked their life and safety to _ght this pandemic. The Directorsappreciate and value the contribution made by every employee of the Vakrangee family.

On behalf of the Board of Directors
Dinesh Nandwana Nishikant Hayatnagarkar
Managing Director & Group CEO Whole Time Director
(DIN: 000062532) (DIN: 000062638)
Place: Mumbai
Date: July 26 2021

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