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Vipul Organics Ltd.

BSE: 530627 Sector: Industrials
NSE: N.A. ISIN Code: INE834D01018
BSE 15:45 | 24 Sep 173.50 -10.45
(-5.68%)
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NSE 05:30 | 01 Jan Vipul Organics Ltd
OPEN 186.00
PREVIOUS CLOSE 183.95
VOLUME 10618
52-Week high 229.00
52-Week low 84.95
P/E 22.62
Mkt Cap.(Rs cr) 166
Buy Price 173.50
Buy Qty 6.00
Sell Price 0.00
Sell Qty 0.00
OPEN 186.00
CLOSE 183.95
VOLUME 10618
52-Week high 229.00
52-Week low 84.95
P/E 22.62
Mkt Cap.(Rs cr) 166
Buy Price 173.50
Buy Qty 6.00
Sell Price 0.00
Sell Qty 0.00

Vipul Organics Ltd. (VIPULORGANICS) - Director Report

Company director report

To the Members

Vipul Organics Limited

Your Directors are pleased to present herewith the 48thAnnual Report of your Company along with the Audited Standalone and Consolidated FinancialStatements for the year ended 31st March 2020.

1. FINANCIAL HIGHLIGHTS

The financial highlights for the year under review compared to theprevious financial year are given herein below:

(Rs. in Lakhs)

Particulars Standalone Consolidated
Current Year ended 31st March 2020 Previous Year ended 31st March 2019 Current Year ended 31st March 2020 Previous Year ended 31st March 2019
Revenue from Operations 9296.94 9042.87 9224.80 9001.42
Other Income 100.20 43.97 100.20 43.97
Total Revenue 9397.14 9086.84 9325.00 9045.39
Less: Expenditure except Finance Cost & Depreciation & Tax 8421.33 8414.36 8346.01 8369.86
Profit before Finance Cost Depreciation & Tax 975.81 672.49 978.99 675.53
Less: Finance Cost 89.90 108.78 89.90 108.78
Less: Depreciation and Amortization 199.24 61.30 201.49 63.87
Profit Before Tax 686.68 502.41 687.60 502.88
Less: Provision for Tax 225.79 150.17 225.33 149.91
Profit After Tax 460.89 352.23 462.27 352.97
Other Comprehensive Income/Loss (Net of Tax) (6.19) 1.10 (6.19) 1.10
Total Comprehensive income attributable to: Non- Controlling Interest - - (0.61) (0.33)
Total Comprehensive income attributable to Owners of equity 454.70 353.33 455.48 353.75
Total Comprehensive Income (Net of Tax) 454.70 353.33 456.09 354.08

2. COVID-19 AND ITS IMPACT

The business of the Company significantly impacted due to COVID 19Pandemic. COVID 2019 is perhaps the toughest challenge seen by the Indian economy Indianindustry and our company in decades. The directors have been closely reviewing with theManagement the impact of COVID-19 on the Company. The Company had to temporarily suspendoperations at its plant and office locations as per the directives of the Governments andkeeping in mind the paramount need of safety of the employees. The operations though in ascaled down manner have since commenced after obtaining permissions from the authoritiesconcerned and all safety measures including social distancing are being followed. Thesituation created by Covid-19 continues to hold some uncertainties for the future;however the Board and the Management will do their best to address the same as thesituation evolves in the interests of all stakeholders of the Company.

Now the situation is gradually improving upon relaxations granted byCentral and various state governments.

3. OPERATIONS

The performance of the Company showed a substantial improvement duringthe year under review. The Company has earned total revenue of Rs. 9397.14 Lakhs (previousyear Rs. 9086.85 Lakhs) and Net Profit after Tax of Rs. 460.89 Lakhs (previous year Rs.352.23 Lakhs) on Standalone basis.

The Company has earned consolidated revenue of Rs. 9325.00 Lakhs(previous year Rs. 9045.39 Lakhs) and consolidated Net Profit After Tax of Rs. 462.27Lakhs (previous year Rs. 352.97) during the year under review.

At the industrial plot of 10000 sq. mts. with GIDC Dahej Companyintends to manufacture pigment and pigment intermediates. The Company is in process ofobtaining Environment clearance along with necessary approval from the Pollution Board.

There was no change in the nature of business of the Company during theyear under review.

4. DIVIDEND AND RESERVES

Your Directors have pleasure in recommending payment of dividend Re.0.80 (Eighty Paise only) being 8% per share on Equity Share of Rs. 10/- for the year ended31st March 2020. This will absorb total cash outflow of Rs. 7639600/-.

The dividend if approved will be paid to those Members whose nameshall appear on the Registers of Members/ List of Beneficiaries as on Wednesday 23rdSeptember 2020.

During the year the Company has not transferred any amount to theGeneral Reserve.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONBETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

The Hon'ble National Company Law Tribunal Mumbai Bench Mumbai(‘the NCLT') vide its order dated 15th May 2020 approved the Schemeof Amalgamation of Efferchem Pvt. Ltd. with the Company under Sections 230 - 232 of theCompanies Act 2013. Upon filing copies of the said Order with the Registrar of CompaniesMumbai the Scheme become effective w.e.f. 26th June 2020 with appointed date 1stApril 2017. Now all assets and liabilities of Efferchem Pvt. Ltd. belong to the Company.This amalgamation would be beneficial to the Company.

Apart from above there have been no material changes and commitmentsaffecting the financial position of the Company between the end of the Company'sfinancial year to which the financial statements relate and upto the date of this report.

6. AMALGAMATION

On 2nd May 2017 on recommendation of Audit Committee andsubject to the necessary approval of the Shareholders Creditors Securities and ExchangeBoard of India Stock Exchange the National Company Law Tribunal and other competentauthorities the Board of Directors of your Company considered and approved the Scheme ofAmalgamation of Efferchem Private Limited (Transferor Company) with the Company. Theappointed date is 1st April 2017.

The Company received No-Objection letter bearing no.DSC/AMAL/SD/R37/1330/2018-19 dated 12th November 2018 from the BSE Ltd. Themembers of the Company approved the Scheme in their meeting held pursuant to thedirections of the Hon'ble NCLT on 30th September 2019. Further the NCLTvide its order dated 15th May 2020 approved the said Scheme. Upon filing thecopy of said order of the Hon'ble NCLT with the Registrar of Companies MaharashtraMumbai the Scheme become effective w.e.f. 26th June 2020.

This amalgamation will result into the following benefits:

(i) The consolidation of operations of both the companies by way ofamalgamation would lead to a more efficient utilization of capital and will result inadministrative and operational rationalization and promote organizational efficiencies;

(ii) The amalgamation would result in greater integration and greaterfinancial strength and flexibility for the amalgamated entity which would result inmaximizing overall shareholders value and will improve the competitive position of thecombined entity;

(iii) The amalgamation would result in greater efficiency in cashmanagement of the amalgamated entity and unfettered access to cash flow generated by thecombined business which can be deployed more efficiently to fund growth opportunities tomaximize shareholders value;

(iv) For the purpose of better efficient and economical managementcontrol and running of the business of the undertaking concerned and/or administrativeconvenience and to obtain advantages of economies of scale and to pool the resources forgrowth and development of the businesses of the companies; and

(v) With the amalgamation of two companies the transferee Companywould have the complete access on the Industrial Land as well as readily availableutilities liasoning etc. and this will help the Transferee Company to initiate expansionpromptly without any gestation period.

In terms of the said Scheme 1825000 new Equity Shares of Rs. 10/-each fully paid up of the Company were allotted to the shareholders of the Efferchem Pvt.Ltd. on 30th June 2020.

7. SHARE CAPITAL

During the year under review there was no change in capital of theCompany. As on 31st March2020 the issued subscribed and paid-up Equity Sharecapital of the Company stood at Rs.77245000/- comprising of 7724500 Equity Shares ofRs. 10/- each.

Pursuant to the Scheme of Amalgamation of Efferchem Pvt. Ltd. with theCompany under Section 230 – 232 of the Companies Act 2013 1825000 new EquityShares of Rs. 10/- each were allotted to the equity shareholders of the Efferchem Pvt.Ltd. on 30th June 2020. After this allotment the issued subscribed and paidup share capital is Rs. 95495000/- divided into 9549500 Equity Shares of Rs. 10/-each.

8. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 125 of the Companies Act 2013read with the IEPF Authority (Accounting Audit Transfer and Refund) Rules 2016(‘the rules') all unpaid or unclaimed dividends are required to be transferredby the Company to the IEPF established by the Government of India after the completion ofseven years. Further according to the said Rules the shares on which dividend remainedunpaid or unclaimed by the shareholders for seven consecutive years or more shall also betransferred to the demat account of the IEPF Authority. Accordingly during the financialyear the Company has transferred 53084 shares to the demat account of the IEPF Authorityas required under the IEPF Rules for the dividend remained unclaimed/unpaid upto thefinancial year 2011-12.

In terms of the provisions of Section 125 of the Companies Act 2013and read with Investor Education and Protection Fund (Accounting Audit Transfer &Refund) Rules 2016 during the year an amount of Rs. 6739.20/- being unpaid andunclaimed dividend for the Financial Year 2011-12 was transferred to the IEPF.

Further the unpaid and unclaimed dividend amount lying with the Companyfor Financial Year 2012 - 13 is due to transfer to the IEPF in the month of November2020. The details of the same are available on the Company's website viz.www.vipulorganics.com.

The Board has appointed Ms. Yogita Mundhra Company Secretary andCompliance Officer of the Company as the Nodal officer to ensure compliance with the IEPFRules.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) I. Retirement byRotation:

In accordance with the provisions of Section 152 of the Companies Act2013 read with Companies (Management & Administration) Rules 2014 and Articles ofAssociation of the Company Mr. Vipul P. Shah (DIN: 00181636) Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for re-appointment and your Board recommends his re-appointment.

II. Appointment:

The Board of Directors of the Company in its meeting held on 14thFebruary 2020 appointed Mr. Mihir V. Shah (DIN: 05126125) Vice President of the Companyas an Additional Director of the Company w.e.f. 1st April 2020 who shall holdoffice as such upto the date of ensuing Annual General Meeting. The Board also appointedhim as Whole-Time Director of the Company for a period of five years w.e.f. 1stApril 2020 to 31st March 2025 subject to approval of the shareholders at the48th Annual General Meeting of the Company.

The Company has received a notice in writing from a member underSection 160 of Companies Act 2013 proposing his candidature as Director of the Company.Your Directors recommend for approval of his appointment as Director and Whole TimeDirector of the Company.

Brief resume of the directors proposed to be appointed / reappointed asstipulated under Regulations 26(4) and 36(3) of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 and Secretarial Standards - 2 (SS-2) issued bythe Institute of Company Secretaries of India (ICSI) are provided in Notice of 48thAnnual General Meeting of the Company.

III. Cessation:

Upon expiry of the term Dr. Shiv Nath Sahai ceased to be Whole-TimeDirector of the Company w.e.f. 31st March 2020 and he has also tenderedresignation from the post of CFO of the Company from the closing hours of 31st March2020. However he continues to non-executive director of the Company w.e.f. 1st April2020.

The Board places on record its sincere appreciation towards thevaluable contribution made by him during his tenure as Whole-Time Director & CFO ofthe Company.

IV. Declaration from Independent Directors

The Company has received declaration from all the Independent Directorsof the Company confirming that they meet the criteria of independence as prescribed bothunder Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and pursuant to Regulation 25 of the saidRegulations that they are not aware of any circumstance or situation which exist or maybe reasonably anticipated that could impair or impact their ability to discharge theirduties with an objective independent judgment and without any external influence.

The Independent Directors have also confirmed that they have compliedwith Schedule IV of the Act and the Company's Code of Conduct.

Further the Independent Directors have also submitted theirdeclaration in compliance with the provision of Rule 6(3) of Companies (Appointment andQualification of Directors) Rules 2014 which mandated the inclusion of IndependentDirector's name in the data bank of Indian Institute of Corporate Affairs("IICA").

None of the directors of your Company are disqualified under theprovisions of Section 164(2) of the Companies Act 2013.

In the opinion of the Board all the independent directors are personsof integrity and possess relevant expertise and experience.

V. Annual performance evaluation by the Board

The Board has devised a policy pursuant to the provisions of theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 for performance evaluation of the chairman board individual directors(including independent directors) and committees which includes criteria for performanceevaluation of non-executive directors and executive directors.

The Nomination and Remuneration Committee of the Company have specifiedthe manner of effective evaluation of the performance of Board its committees andindividual directors of the Company and has authorized the

Board to carry out their evaluation and based on the manner specifiedby the Nomination and Remuneration Committee the Board has devised questionnaire toevaluate the performances of each of executive and non-executive and IndependentDirectors. Such questions are prepared considering the business of the Company and theexpectations that the Board has from each of the Directors. The evaluation framework forassessing the performance of directors comprises of the following key areas:

i. Attendance at Board Meetings and Committee Meetings; ii. Quality ofcontribution to Board deliberations; iii. Strategic perspectives or inputs regardingfuture growth of Company and its performance; iv. Providing perspectives and feedbackgoing beyond information provided by the management.

The details of the programs for familiarization of IndependentDirectors with the Company their roles rights responsibilities in the Company natureof the industry in which the Company operates business model of the Company and relatedmatters are put up on the website of the Company at the link: http://vipulorganics.com.

During the year under review a separate meeting of the IndependentDirectors of the Company was held on 14th February 2020 for evaluation ofperformance of non-independent Directors and the Board as a whole.

VI. Key Managerial Personnel (KMP):

As on 31st March 2020 the following persons were acting asDirectors and Key Managerial Personnel of the Company in compliance with the provisions ofSection 203 of the Companies Act 2013:

Sr. No. Name of the KMP Designation
1. Mr. Vipul P. Shah Managing Director
2. Dr. Shiv Nath Sahai Whole Time Director & CFO (upto 31.03.2020)
3. Ms. Yogita Mundhra Company Secretary and Compliance Officer

10. MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide onCompany's business policies and strategies. A tentative annual calendar of theBoard and Committee Meetings is informed to the Directors in advance to facilitate them toplan their schedule and to ensure meaningful participation in the meetings. However incase of a special and urgent business need the Board's approval is taken by passingresolutions through circulation as permitted by law which is noted in the subsequentBoard meeting.

The notice of Board meeting is given well in advance to all theDirectors of the Company. Meetings of the Board are held in Mumbai Maharashtra. Theagenda of the Board / Committee meetings is circulated 7 days prior to the date of themeeting. The agenda for the Board and Committee meetings includes detailed notes on theitems to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met 4 times during the year under review as per details givenin the Report on Corporate Governance which forms part of this Report. The intervening gapbetween the two consecutive meetings was within the period prescribed under the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

11. COMMITTEES OF THE BOARD:

In accordance with the provisions of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasconstituted four committees of the Board namely:

1. Audit Committee;

2. Stakeholders' Relationship Committee;

3. Nomination and Remuneration Committee; and

4. Corporate Social Responsibility Committee.

Details of all the Committees along with their composition and meetingsheld during the year are provided in the Corporate Governance Report forming part of thisReport.

12. AUDIT COMMITTEE AND ITS COMPOSITION

As on 31st March 2020 the Audit Committee comprised of Mr.Prasannakumar B. Gawde Mr. Jagdeep Y. Mehta Independent Directors and Mr. Vipul P. ShahManaging Director of the Company.

Mr. Prasannakumar B. Gawde is the Chairman of Audit Committee of theCompany. The Company Secretary acts as Secretary of the Audit Committee. All therecommendations made by the Audit committee were accepted by the Board of Directors of theCompany. Other details with respect to Audit Committee are given in Corporate GovernanceReport.

The Audit Committee of the Company reviews the reports to be submittedwith the Board of Directors with respect to auditing and accounting matters. It alsosupervises the Company's internal control and financial reporting process and vigilmechanism.

13. REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act 2013and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and on the recommendation of the Nomination & Remuneration Committee the Boardof Directors have adopted a policy for selection and appointment of Directors KeyManagerial Personnel (‘KMPs') Senior Management Personnel (‘SMPs')and their remuneration including criteria for determining qualifications positiveattributes independence of a director and other related matters.

The Remuneration Policy has been placed in the website of the companyviz. www.vipulorganics.com.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors to the best of their knowledge and belief and accordingto the information and explanations obtained by them and as required under Section134(3)(c) read with Section 134(5) of the Companies Act 2013 state that:

a. in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanations relating to materialdepartures if any;

b. the Directors had 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 on 31st March 2020 and of the profit of the Company for theyear under review;

c. the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concernbasis;

e. the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

f. the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

15. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS

The Company has in place proper and adequate internal control systemscommensurate with the nature of its business size and complexity of its operations.Internal control systems comprising of policies and procedures are designed to ensurereliability of financial reporting compliance with policies procedures applicable lawsand regulations and that all assets and resources are acquired economically usedefficiently and adequately protected.

16. DEPOSITS

During the year under review the Company has not accepted any depositswithin the meaning of Section 73 and 76 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.

17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186OF THE COMPANIES ACT 2013

The details of loans guarantee or investments made by the Companyunder Section 186 of the Companies Act 2013 during the financial year 2019-20 are givenunder Notes to Accounts of Financial Statements.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism / Whistle Blower Policy to deal withinstances of fraud and mismanagement if any. The mechanism also provides for adequatesafeguards against victimization of Directors and employees who avail of the mechanism andalso provides for direct access to the Chairman of the Audit Committee in the exceptionalcases. The said policy has been elaborated in the Report on Corporate Governance and canbe accessed on the Company's website at http://vipulorganics.com. We affirm thatduring the financial year 2019-20 no employee or Director was denied access to the AuditCommittee.

19. RISKS AND AREAS OF CONCERN

The Company has laid down a well-defined Risk Management Policycovering the risk mapping trend analysis risk exposure potential impact and riskmitigation process. A detailed exercise is carried out to identify evaluate manage andmonitor both business and non-business risks. The Board periodically reviews the risks andsuggests the steps to be taken to control and mitigate the same through a properly definedframework.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIESREFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT 2013

All Related party Transactions entered into during the year were inordinary course of business and on arm's length basis. No Material Related PartyTransactions were entered into during the year by the Company. Accordingly the disclosureon Related Party Transactions as required under Section 134(3) of the Companies Act2013 in Form AOC-2 is not applicable.

In accordance with the provisions of Regulation 23 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has adopted thepolicy on related party transactions and the same is available on the Company'swebsite at http://vipulorganics.com.

21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE

There was no significant or material order passed by any Regulator orCourt or Tribunal which impacts the going concern status of the Company or will havebearing on Company's operations in the future.

22. EXTRACT OF ANNUAL RETURN

As required under Section 92(3) of the Companies Act 2013 read withthe Companies (Management and Administration) Rules 2014 an extract of Annual Return inForm MGT-9 is appended to this Report as Annexure I.

23. STATUTORY AUDITORS

As per provisions of the Section 139 of the Act read with the Companies(Audit and Auditors) Rules 2014 the Members of the Company in their 45thAnnual General Meeting held on 29th September 2017 appointed M/s. R. A.Kuvadia & Co. Chartered Accountants Mumbai (having FRN: 105487W) as StatutoryAuditors of the Company for a term of consecutive 5 years i.e. to hold office from theconclusion of 45th Annual General Meeting till the conclusion of 50th AnnualGeneral Meeting of the Company to be held for the financial year ending 31stMarch 2022 subject to the ratification by members of the Company every year.

However after the amendment in Section 139 of the Act effective 7thMay 2018 ratification by shareholders every year for the appointment of the StatutoryAuditors is no longer required and they will hold office upto the conclusion of 50thAnnual General Meeting of the Company to be held for the financial year ending on 31stMarch 2022.

M/s. R. A. Kuvadia & Co. Chartered Accountants has furnishedwritten confirmation to the effect that they are not disqualified from acting as theStatutory Auditors of the Company in terms of the provisions of Section 139 and 141 of theCompanies Act 2013 and the Companies (Audit and Auditors) Rules 2014.

24. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. M Baldeva Associates Company Secretaries Thane to undertakeSecretarial Audit of the Company for the year 2019-20. The Secretarial Audit Report isappended as Annexure – II and forms a part of this Report.

25. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act read withCompanies (Accounts) Rules 2014 the Board on recommendation of the Audit Committeere-appointed M/s. Amit Desai & Associates Chartered Accountants Mumbai as InternalAuditors of the Company. The Internal Auditors monitor and evaluates the effectiveness andadequacy of internal control systems in the Company its compliances with the operatingsystems accounting procedure and polices at all locations of the Company and reports thesame on the quarterly basis to the Audit Committee.

26. COST AUDITORS AND COST RECORDS

The Company is required to maintain cost records for certain productsas specified by the Central Government under sub-section (1) of Section 148 of theCompanies Act 2013 and accordingly such accounts and records are made and maintained inthe prescribed manner. However the Company is not required to carry Cost Audit.

27. REMARKS ON QUALIFICATION BY STATUTORY AUDITORS AND SECRETARIALAUDITORS

The Statutory Auditors have not made any qualifications observation oradverse remark in their Reports on the Consolidated and Standalone Financial Statements.

With respect to observations made by the Secretarial Auditors in theirreport we would like to state as below:

1. Delay in filing of some e-forms with Registrar of Companies (ROC)Maharashtra Mumbai; was inadvertent

2. Delay in processing of one request for transfer/transmission ofshare and issue of duplicate share certificates was inadvertent which was processedsubsequently.

3. Delay in submission of certain information / details with stockexchange under SEBI Regulations was inadvertent.

Further none of the Auditors of the Company have reported any fraud asspecified under the second proviso of Section 143 (12) of the Act.

28. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace andhas adopted a Policy on prevention prohibition and redressal of sexual harassment issuesin line with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder.

Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

There was no complaint on sexual harassment pending at the beginning ofthe year received during the year or pending at the end of the year under review.

29. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and your directors confirm compliance of the same during the yearunder review.

30. SUBSIDIARY COMPANY JOINT VENTURES AND ASSOCIATE COMPANIES:

Shree Ambika Naturals Private Limited is a subsidiary of the Company.The Company does not have any Joint Venture and Associate Company.

Pursuant to the provisions of Section 129(3) of the Companies Act2013 a statement containing salient features of the financial statements of Shree AmbikaNaturals Private Limited in Form AOC 1 is annexed as Annexure III and forms partof this Report.

31. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129 of the Companies Act 2013read with the Companies (Accounts) Rules 2014 and as required under Regulation 34 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasprepared Consolidated Financial Statements consolidating financial statements of itssubsidiary company namely "Shree Ambika Naturals Private Limited" with itsfinancial statements in accordance with the applicable provisions of Indian AccountingStandards ("Ind-AS").

The Consolidated Financial Statements along with the IndependentAuditors' Report thereon is annexed and form part of this Report.

The summarised consolidated financial position is provided above inpoint no. 1 of this Report.

32. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34(3) and Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the following have been made apart of and attached to this Annual Report:

a. Management Discussion and Analysis Report; b. Report on CorporateGovernance; c. Declaration on compliance with Code of Conduct; d. Auditors'Certificate regarding compliance with conditions of Corporate Governance. e. Certificatefrom Practicing Company Secretary that none of the directors on the Board of the Companyhas been debarred or disqualified from being appointed or continuing as directors ofcompanies; and

33. MANAGERIAL REMMUNERATION AND OTHER DETAILS

Disclosure pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in thisReport as Annexure –IV and forms part of this report.

The statement containing particulars of employees as required undersection 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in a separate annexureforming part of this report. Further in terms of Section 136 of the Act the report andaccounts are being sent to the members excluding the aforesaid annexure. The said annexureis available for inspection at the registered office of the Company during the workinghours and any member interested in obtaining a copy of the same may write to the CompanySecretary and Compliance Officer of the Company and the same will be furnished on request.

34. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant of the provisions of Section 135 read with Companies(Corporate Social Responsibility) Rules 2014 the Company has formed Corporate SocialResponsibility committee and Corporate Social Responsibility (CSR) Policy. The policy onCorporate Social Responsibility has been placed on the website of Companyhttp://vipulorganics.com.

The details as required under Rule 8 of Companies (Corporate SocialResponsibility) Rules 2014 are annexed to this report as Annexure -V and formspart of this report.

35. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

Pursuant to the provisions of Section 134 (3) (m) of the Act read withRule 8 of the Companies (Accounts) Rules 2014 details regarding Conservation of energytechnology absorption foreign exchange earnings and outgo is annexed to this report as Annexure-VI and forms part of this report.

36. LISTING:

The equity shares of the Company continue to be listed on BSE Limited.

37. CREDIT RATINGS:

India Ratings and Research Private Limited has reaffirmed the followingcredit ratings for Company's long term and short term instruments:

Scale Amount (INR million) Rating Facilities Rated from
Term Loan 85.00 IND BB+/ Stable Axis Bank
Fund based working capital limit 135.00 IND BB+/ Stable/ IND A4+
Total 220.00
Fund based working capital limit 120.00 IND BB+/ Stable/ IND A4+ Vijaya Bank
Non-Fund based working capital limit 31.50 IND A4+
Total 151.50

38. ACKNOWLEDGEMENT

Your Directors wish to place on record their deep sense of appreciationfor the valuable services and the contribution made by the Company's employees at alllevels for their continual growth and prosperity of the Company. The industrial relationscontinued to be cordial during the year.

The Directors also wish to place on record its appreciation for thecontinued co-operation and assistance received by the Company from its Customers VendorsShareholders Financial Institutions Bankers Business Associates & GovernmentAuthorities during the year under review.

For and on behalf of the Board of Directors
For Vipul Organics Limited
Place : Mumbai Vipul P. Shah Mihir V. Shah
Date : 21st August 2020 Managing Director Whole Time Director
DIN: 00181636 DIN: 05126125

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