To the Members
Vipul Organics Limited
Your directors are pleased to present herewith the 50th Annual Report ofyour Company along with the Audited Standalone and Consolidated Financial Statements forthe financial year ended 31st March 2022.
1. FINANCIAL HIGHLIGHTS
The financial highlights for the financial year under review compared to the previousfinancial year are given here-in-below:
(Rs in Lakh)
| || |
|Particulars ||Current Financial Year ended 31st March 2022 ||Previous Financial Year ended 31st March 2021 ||Current Financial Year ended 31st March 2022 ||Previous Financial Year ended 31st March 2021 |
|Revenue from Operations ||13319.69 ||11953.31 ||13319.69 ||11869.98 |
|Other Income ||196.29 ||21.70 ||196.29 ||22.76 |
|Total Revenue ||13515.98 ||11975.01 ||13515.98 ||11892.73 |
|Less: Expenditure except Finance Cost & Depreciation & Tax ||11853.73 ||10302.48 ||11855.30 ||10218.70 |
|Profit before Finance Cost Depreciation & Tax ||1662.25 ||1672.53 ||1660.68 ||1674.03 |
|Less: Finance Cost ||164.10 ||135.64 ||164.10 ||135.64 |
|Less: Depreciation and Amortization ||522.29 ||580.87 ||522.45 ||582.64 |
|Profit Before Tax ||975.86 ||956.02 ||974.13 ||955.76 |
|Less: Provision for Tax (including deferred tax) ||277.29 ||270.49 ||277.29 ||270.51 |
|Profit After Tax ||698.56 ||685.53 ||696.83 ||685.25 |
|Other Comprehensive Income/Loss (Net of Tax) ||(6.90) ||0.80 ||(6.90) ||0.80 |
|Total Comprehensive income attributable to: NonControlling Interest ||- ||- ||(0.76) ||(0.13) |
|Total Comprehensive income attributable to Owners of equity ||691.66 ||686.34 ||689.93 ||686.05 |
|Total Comprehensive Income (Net of Tax) ||691.66 ||686.34 ||690.69 ||686.18 |
2. COVID-19 PENDEMIC OUTBREAK AND ITS IMPACT
During the financial year under review second wave of ongoing COVID-19 led lockdown inthe first two months of the financial year and after that situation gradually becamenormal. The situation created by COVID-19 continues to hold some uncertainties for thefuture; however the Board and the Management will do their best to address the same asthe situation evolves in the interests of all stakeholders of the Company.
The performance of the Company showed a substantial improvement during the financialyear under review. The Company earned total revenue of 113515.98 Lakh
(previous year 111975.01 Lakh) and Net Profit after Tax of 1698.56 Lakh (previous year1685.53 Lakh) on Standalone basis.
The Company has earned consolidated revenue of 113515.98 Lakh (previous year111892.75 Lakh) and consolidated Net Profit After Tax of 1696.83 Lakh (previous year1685.25 Lakh) during the financial year under review.
4. CHANGE IN THE NATURE OF THE BUSINESS OF THE COMPANY
There was no change in the nature of the business of the Company during the financialyear under review.
5. DIVIDEND AND RESERVES
Your directors have pleasure in recommending payment of dividend 10.90 (Ninety Paiseonly) being 9% per share on Equity Shares of 110/- for the financial year ended 31stMarch 2022. This will absorb total cash outflow of 111530687.50. The dividend ifapproved will be paid to those members whose names shall appear on the Register ofMembers / List of Beneficiaries as on Wednesday 7th September 2022.
During the financial year under review the Company has not transferred any amount tothe General Reserve.
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF THE REPORT:
There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year to which the financial statements relate andupto the date of this report.
7. SHARE CAPITAL
During the financial year under review the Authorized Share Capital of the Company wasincreased from
110.50.00. 000/- (Rupees Ten Crore Fifty Lakh only) to
113.50.00. 000/- (Rupees Thirteen Crore Fifty Lakh only) divided into 13500000 (OneCrore Thirty Five Lakh) Equity Shares of 110/- each.
During the financial year under review the Company issued and allotted total 700000Equity Shares of 110/- each at an issue price of 1111/- each (including premium of 1101/-per share) upon conversion of 700000 convertible warrants issued on preferential basisto the Promoter and Promoter group.
As on 31st March 2022 the issued subscribed and paid-up Equity ShareCapital of the Company stood at 1102495000/- comprising of 10249500 Equity Shares of110/- each.
8. BONUS ISSUE
To celebrate the Company's momentous occasion of completion of 50 glorious years of itsexistence and to reward its members for their continued support and encouragement theCompany issued and allotted 2562375 Bonus Equity Shares to its existing equityshareholders in the ratio 1:4 i.e. 1 (One) new fully paid- up Equity Share of 110/-(Rupees Ten only) each for every 4 (Four) fully paid-up Equity Shares of 110/- (Rupees Tenonly) each on 11th April 2022.
After such allotment the issued subscribed and paid-up Equity Share Capital of theCompany is 1128118750/- comprising of 12811875 Equity Shares of 110/- each
9. "VIPUL ORGANICS LIMITED - EMPLOYEE STOCK OPTION SCHEME 2022 ("VOL - ESOS2022")"
As a part of the 50 years' celebrations and to reward its employees for their continuedhard work dedication and support which has led the Company on the growth path theCompany has established "VIPUL ORGANICS LIMITED - EMPLOYEE STOCK OPTION SCHEME 2022("VOL - ESOS 2022")" w.e.f. 1st April 2022. Under the VOL -ESOS 2022 total 200000 Equity Shares of 110/- each are reserved for issue and allotmentto the employees upon exercise of even number of options to be granted to the eligibleemployees of the Company from time to time.
Since during the financial year under review no ESOP / ESOS scheme was implemented orwas in force disclosure as required under Regulation 14 of the SEBI (Share Based EmployeeBenefits and Sweat Equity) Regulations 2021 is not required to be given.
10. INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")
Pursuant to the provisions of Section 125 of the Companies Act 2013 ('the Act') readwith the IEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 ('theRules') all unpaid or unclaimed dividends are required to be transferred by the Companyto the IEPF Authority established by the Government of India after the completion of sevenyears. Further according to the said IEPF Rules the shares on which dividend remainsunpaid 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 under review the Company has transferred 5701 Equity Shares to the demat account ofthe IEPF Authority as required under the IEPF Rules for the dividend remained unclaimed /unpaid upto the financial years 2013-14.
In terms of the provisions of Section125 of the Act and the said IEPF Rules during thefinancial year under review an amount of 1202314/- being remained unpaid / unclaimeddividend for the financial year 2013-14 was transferred to the IEPF Authority.
Further the unpaid and unclaimed dividend amount lying with the Company for thefinancial year 2014-15 is due to transfer to the IEPF in the month of November 2022. Thedetails of the same are available on the Company's website viz.www.vipulorganics.com.
Mrs. Krina Sanghvi Company Secretary and Compliance Officer of the Company acted asthe Nodal Officer to ensure compliance with the IEPF Rules. She resigned from her postw.e.f. 30th July 2022 and the Company is in process of appointing anotherNodal Officer.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")
As on 31st March 2022 the Board comprised of six directors including oneWomen Independent Director. The Board has an appropriate mix of Executive NonExecutiveand Independent Directors which is in compliance with the requirements of the Act and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ('the ListingRegulations') and is also aligned with the best practices of Corporate Governance.
I. Retirement by rotation
In accordance with the provisions of Section 152 of the Act read with Companies(Management & Administration) Rules 2014 and the Articles of Association of theCompany Dr. Shiv Nath Sahai (DIN: 00332652) Director of the Company retires by rotationat the ensuing Annual General Meeting of the Company and being eligible has offeredhimself for re-appointment and your Board recommends his re-appointment.
II. Appointment and re-appointment
Mr. Mihir V. Shah (DIN 05126125) who retried by rotation at previous 49thAnnual General Meeting held on 16th September 2021 was reappointed asdirector of the Company in terms of provisions of Section 152(6) of the Act.
Pursuant to the provisions of Section 203 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Regulation 6 of theListing Regulations the Board of Directors of the Company appointed Mrs. Krina Sanghvi asCompany Secretary and Compliance Officer of the Company w.e.f. 17th December2021.
The current tenure of Mr. Vipul P. Shah as Managing Director of the Company expired on14th June 2022. Considering his knowledge experience and contribution made inthe growth of the Company and as recommended by the Nomination and Remuneration Committeeand approved by the Audit Committee the Board of Directors of the Company re-appointedMr. Vipul P. Shah as Managing Director of the Company for a further period of 5 (five)consecutive years w.e.f. 15th June 2022 to 14th June 2027 subjectto approval of the members in the ensuing 50th Annual General Meeting of theCompany.
Brief resume of the directors proposed to be appointed / re-appointed / whoseremuneration to be approved as stipulated under Regulation 36(3) of the ListingRegulations and Secretarial Standards - 2 (SS-2) issued by the Institute of CompanySecretaries of India ("ICSI") are provided in Notice of 50th AnnualGeneral Meeting of the Company.
Ms. Kinjal Shah Company Secretary and Compliance Officer of the Company resigned fromthe services of the Company w.e.f. closing working hours of 4th December 2021.The Board places on record its sincere appreciation for her hard work during her stint inthe Company.
Mrs. Krina Sanghvi Company Secretary and Compliance Officer of the Company resignedfrom the services of the Company w.e.f. closing working hours of 30th July2022. The Board places on record its sincere appreciation for her hard work during herstint in the Company.
IV. Declaration from Independent Directors
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and pursuant toRegulation 25 of the Listing Regulations that they are not aware of any circumstance orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge their duties with an objective independent judgment and without anyexternal influence.
The Independent Directors have also confirmed that they have complied with Schedule IVof the Act and the Company's Code of Conduct.
Further the Independent Directors have also submitted their declaration in compliancewith the provision of Rule 6(3) of the Companies (Appointment and Qualification ofDirectors) Rules 2014 which mandates the inclusion of Independent Director's name in thedata bank of Indian Institute of Corporate Affairs (" 11C A") till they continueto hold the office of an independent director.
None of the directors of your Company are disqualified under the provisions of Section164(2) of the Act. Your directors have made necessary disclosures as required undervarious provisions of the Act and the Listing Regulations.
In the opinion of the Board all the independent directors are persons of integrity andpossess relevant expertise and experience and are independent of the management.
V. Annual performance evaluation by the Board
The Board has devised a policy pursuant to the provisions of the Act and the ListingRegulations 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 has specified the manner ofeffective evaluation of the performance of Board its committees and individual directorsof the Company and has authorized the Board to carry out their evaluation. Based on themanner specified by the Nomination and Remuneration Committee the Board has devisedquestionnaire to evaluate the performances of each of executive and nonexecutive andIndependent Directors. Such questions are prepared considering the business of the Companyand the expectations that the Board has from each of the directors.
The evaluation framework for assessing the performance of directors comprises of thefollowing key areas:
i. Attendance at Board and Committee meetings;
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding future growth of the Company and itsperformance; and
iv. Providing perspectives and feedback going beyond information provided by themanagement.
The details of the programs for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company viz. www.vipulorganics.com.
During the financial year under review a separate meeting of the Independent Directorsof the Company was held on 29th January 2022 for evaluation of performance ofnon-independent Directors and the Board as a whole.
VI. Key Managerial Personnel ("KMP"):
During the financial year under review the following persons acted as directors andKey Managerial Personnel of the Company in compliance with the provisions of Section 203of the Companies Act 2013:
|Sr. No. ||Name of the KMP ||Designation |
|1. ||Mr. Vipul P. Shah ||Managing Director |
|2. ||Mr. Mihir V. Shah ||Whole Time Director & Chief Financial Officer |
|3. ||Ms. Kinjal Shah ||Company Secretary and Compliance Officer (upto 4th December 2021) |
|4. ||Mrs. Krina Sanghvi ||Company Secretary and Compliance Officer (w.e.f. 17th December 2021 to 30th July 2022) |
12. MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss and decide on Company's businesspolicies and strategies. A tentative annual calendar of the Board and Committee Meetingsis informed to the directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings. However in case of a special and urgentbusiness need the Board's approval is also taken by passing resolutions throughcirculation as permitted by law which is noted in the subsequent Board meeting.
The notice of Board meetings is given well in advance to all the directors of theCompany. Meetings of the Board are held in Mumbai Maharashtra. The agenda of the Board /Committee meetings are circulated 7 days prior to the date of the meeting. The agenda forthe Board and Committee meetings include detailed notes on the items to be discussed atthe meeting to enable the directors to take informed decisions.
The Board met 8 (eight) times during the financial year under review as per detailsgiven in the Report on Corporate Governance which forms part of this report. Theintervening gap between the two consecutive meetings was within the period prescribedunder the Act and the Listing Regulations.
13. COMMITTEES OF THE BOARD:
In accordance with the provisions of the Act and Listing Regulations the Company hasconstituted three committees of the Board namely:
1. Audit Committee;
2. Stakeholders' Relationship Committee; and
3. Nomination and Remuneration Committee.
Details of all the Committees along with their terms of reference compositionchanges if any and meetings held during the financial year under review are provided inthe Corporate Governance Report forming part of this report.
14. AUDIT COMMITTEE AND ITS COMPOSITION
As on 31st March 2022 the Audit Committee comprised of Mr. PrasannakumarB. Gawde Mr. Jagdeep Y. Mehta Independent Directors and Mr. Vipul P. Shah ManagingDirector of the Company.
Mr. Prasannakumar B. Gawde is the Chairman of the Audit Committee of the Company. TheCompany Secretary and Compliance Officer of the Company acts as Secretary of the AuditCommittee. All the recommendations made by the Audit Committee were accepted by the Boardof Directors of the Company. Other details with respect to the Audit Committee are givenin Report of Corporate Governance forming part of this report.
The Audit Committee of the Company reviews the reports to be submitted with the Boardof Directors with respect to auditing and accounting matters. It also supervises theCompany's internal control and financial reporting process and vigil mechanism.
15. REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Act and Regulation 19 of the ListingRegulations and on the recommendation of the Nomination & Remuneration Committee theBoard of Directors of the Company has adopted a policy for selection and appointment ofDirectors Key Managerial Personnel ("KMP") Senior Management Personnel ('SMP')and their remuneration including criteria for determining qualifications positiveattributes independence of a director and other related matters.
The Remuneration Policy has been placed on the website of the Company viz.www.vipulorganics.com.
16. DIRECTORS' RESPONSIBILITY STATEMENT
Your directors to the best of their knowledge and belief and according to theinformation and explanations obtained by them and as required under Section 134(3) (c)read with Section 134(5) of the Act state that:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanations relating to material departures if any;
b. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year 31stMarch 2022 and of the profit of the Company for that period;
c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. the directors had prepared the annual accounts on a going concern basis;
e. the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
17. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place proper and adequate internal control systems commensurate withthe nature of its business size and complexity of its operations. Internal controlsystems comprising of policies and procedures are designed to ensure reliability offinancial reporting compliance with policies procedures applicable laws and regulationsand that all assets and resources are acquired economically used efficiently andadequately protected.
During the financial year under review the Company has not accepted or renewed anydeposits within the meaning of Sections 73 and 76 of the Act read with the Companies(Acceptance of Deposits) Rules 2014.
19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013
The details of loans guarantee or investments made by the Company falling underSection 186 of the Act are given under Notes to Accounts of Financial Statements.
20. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instances offraud and mismanagement if any. The mechanism also provides for adequate safeguardsagainst victimization of directors and employees who avail the mechanism and also providesfor direct access to the Chairman of the Audit Committee in the exceptional cases. Thesaid policy has been elaborated in the Report of Corporate Governance and can be accessedon the Company's website viz. www.vipulorganics.com. We affirm that during the financialyear under review no employee or director was denied access to the Chairman of AuditCommittee.
21. RISKS AND AREAS OF CONCERN
The Company has laid down a well-defined Risk Management Policy covering the riskmapping trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is carried out to identify evaluate manage and monitor both businessand non-business risks. The Board periodically reviews the risks and suggests the steps tobe taken to control and mitigate the same through a properly defined framework.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION 188(1) OF THE COMPANIES ACT 2013
All the transactions with related parties entered into during the financial year werein ordinary course of business and on arm's length basis. No material related partytransactions were entered into during the financial year under review by the Company.Accordingly the disclosure on Related Party Transactions as required under Section134(3) of the Act in Form AOC-2 is not applicable.
In accordance with the provisions of Regulation 23 of the Listing Regulations theCompany has adopted the policy on related party transactions and the same is available onthe Company's website viz. www.vipulorganics.com.
23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There was no significant or material order passed by any Regulator or Court orTribunal which impacts the going concern status of the Company or will have bearing onCompany's operations in the future.
24. ANNUAL RETURN
As required under Section 92(3) read with the Section 134(3)(a) of the Act and theCompanies (Management and Administration) Rules 2014 the copy of Annual Return as on 31stMarch 2022 will be placed on the website of the Company and can be accessed athttps://www.vipulorganics.com/annual_returns.htm.
25. STATUTORY AUDITORS
As per provisions of the Section 139(1) of the Act read with the Companies (Audit andAuditors) Rules 2014 the Members of the Company in their 45th Annual GeneralMeeting held on 29th September 2017 appointed M/s. R. A. Kuvadia & Co.Chartered Accountants Mumbai (having FRN: 105487W) as Statutory Auditors of the Companyfor a term of 5 consecutive years and hold office as such upto the conclusion of ensuing50th Annual General Meeting of the Company.
The Board of Directors of the Company on recommendation of the Audit Committeerecommends the appointment of M/s. J. A. Rajani & Co. Chartered Accountants Mumbai(having FRN: 108331W) as Statutory Auditors of the Company to hold office for a period of5 (five) consecutive years from the conclusion of the ensuing 50th AnnualGeneral Meeting of the Company till the conclusion of the 55th Annual GeneralMeeting of the Company to be held for the financial year ending 31st March2027. The Company has received a letter from them to the effect that they are willing toget appointed as Statutory Auditors and if appointed their appointment would be withinthe limits prescribed and confirmation to the effect that they are not disqualified frombeing appointed as the Statutory Auditors of the Company in terms of the provisions ofSections 139 and 141 of the Act read with the Companies (Audit and Auditors) Rules 2014.
The Board of Directors places on record its appreciation for the services rendered byM/s. R. A. Kuvadia & Co. Chartered Accountants Mumbai as the Statutory Auditors ofthe Company.
26. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204(1) of the Act read with Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andRegulation 24A of the Listing Regulations the Company appointed M/s. M BaldevaAssociates Company Secretaries Thane to undertake Secretarial Audit of the Company forthe financial year under review.
The Secretarial Audit Report is appended as Annexure-I and forms a part of this report.
27. INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts)Rules 2014 the Board on recommendation of the Audit Committee appointed M/s MukundRohit & Co. Chartered Accountants Mumbai as Internal Auditors of the Company. TheInternal Auditors monitor and evaluate the effectiveness and adequacy of internal controlsystems in the Company its compliances with the operating systems accounting procedureand polices at all locations of the Company and report to the Audit Committee on thequarterly basis.
28. COST AUDITORS AND COST RECORDS
The Company is required to maintain cost records for certain products as specified bythe Central Government under sub-section (1) of Section 148 of the Act and accordinglysuch accounts and records are made and maintained in the prescribed manner. Howeverduring the financial year under review the Company was not required to carry out audit ofits cost records.
29. REMARKS ON QUALIFICATION BY STATUTORY AUDITORS AND SECRETARIAL AUDITORS
The Statutory Auditors have not made any qualification observation or adverse remarkin their Reports on the Standalone and Consolidated Financial Statements.
With respect to observations made by the Secretarial Auditors in their SecretarialCompliance Report and Secretarial Audit Report we would like to state as follows:
|Sr. No. ||Observations ||Explanation of Board of Directors |
|1. ||Delay in filing of some e-forms with Registrar of Companies Mumbai Maharashtra. ||Delay in filing of some e-forms with Registrar of Companies was due to oversight. |
|2. ||As required under Section 203 of the Act and Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company had no Company Secretary & Compliance Officer during the period from 5th December 2021 to 16th December 2021. ||Due to resignation of Ms. Kinjal Shah Company Secretary & Compliance Officer and Nodal Officer from the services of the Company w.e.f. closing of business hours of 4th December 2021 the vacancy occurred. The Company appointed Mrs. Krina Sanghavi as Company Secretary & Compliance Officer and Nodal Officer of the Company w.e.f. 17th December 2021 and complied with the said provisions. |
|3. ||as required under Rule 7(2A) of the Investor Education and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 the Company had no Nodal Officer during the period from 5th December 2021 to 16th December 2021. ||Delay in intimation of resignation of Ms. Kinjal Shah Company Secretary & Compliance Officer to the BSE Limited was inadvertent however the Company complied with the provisions of Regulation 30 of the Listing Regulations subsequently. |
|4. ||As required under Regulation 30 of the Listing Regulations the intimation of resignation of Ms. Kinjal Shah Company Secretary & Compliance Officer was not given to the BSE Ltd. within the stipulated time period i.e. within 24 hours of the event date. || |
Further none of the Auditors of the Company have reported any fraud on or by theCompany as specified under the second proviso of Section 143(12) of the Act.
30. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment issues in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules made thereunder.
Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.
There was no complaint on sexual harassment pending at the beginning of the financialyear received during the financial year or pending at the end of the financial year underreview.
31. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand your directors confirm compliance of the same during the financial year under review.
32. SUBSIDIARY COMPANY JOINT VENTURES AND ASSOCIATE COMPANIES:
Shree Ambika Naturals Private Limited is subsidiary of the Company. The Company had noJoint Venture or Associate Company during the financial year under review.
Pursuant to the provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements
of Shree Ambika Naturals Private Limited in Form AOC-1 is annexed as Annexure II andforms part of this report.
33. CONSOLIDATED AUDITED FINANCIAL STATEMENTS
Pursuant to the provisions of Sections 129 and 133 of the Act read with the Companies(Accounts) Rules 2014 and as required under Regulation 34 of the Listing Regulations theCompany has prepared Consolidated Audited Financial Statements consolidating financialstatements of its subsidiary company namely "Shree Ambika Naturals PrivateLimited" with its financial statements in accordance with the applicable provisionsof Indian Accounting Standards ("Ind-AS").
The Consolidated Financial Statements along with the Independent Auditors' Reportthereon is annexed and form part of this report.
The summarized consolidated financial position is provided above in point no. 1 of thisreport.
34. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORTS
Pursuant to the provisions of Regulation 34(3) and Schedule V of the ListingRegulations the following have been made part of and attached to this Annual Report:
a. Management Discussion and Analysis Report;
b. Report on Corporate Governance;
c. Declaration on compliance with Code of Conduct;
d. Auditors' Certificate regarding compliance with conditions of Corporate Governance;and
e. Certificate from Practicing Company Secretary that none of the directors on theBoard of the Company
has been debarred or disqualified from being appointed or continuing as directors ofcompanies.
35. MANAGERIAL REMMUNERATION AND OTHER DETAILS
Disclosure pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in this Report as Annexure -III and formspart of this report.
The statement containing particulars of employees as required under Section 197(12) ofthe Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in a separate annexure forming part of thisreport. Further in terms of Section 136 of the Act the report and accounts are being sentto the members excluding the aforesaid annexure. The said annexure is available forinspection at the Registered Office of the Company during the working hours and any memberinterested in obtaining copy of the same may write to the Company Secretary and ComplianceOfficer of the Company and the same will be furnished on request.
36. CORPORATE SOCIAL RESPONSIBILITY:
The details of the initiatives taken by the Company pursuant to the provisions ofSection 135 of the Act and Rule 8 of the Companies (Corporate Social Responsibility)Rules 2014 regarding Corporate Social Responsibility are given in Annexure-IV whichforms part of this report.
37. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 details regarding Conservation of energy technologyabsorption foreign exchange earnings and outgo are given in Annexure-V which forms partof this report.
The equity shares of the Company continue to be listed on the BSE Limited.
39. CREDIT RATINGS:
India Ratings and Research Private Limited has reaffirmed the following credit ratingsfor Company's long term and short-term instruments:
|Sr. No. ||Name of the Credit Rating Agency ||Facilities ||Ratings |
|1. ||Acuite ||Total Facilities ||130.00 cr. |
| ||Ratings & ||Rated || |
| ||Research ||Long Term ||ACUITE BBB-/ |
| || ||Rating ||Outlook: Stable (Assigned) |
| || ||Short Term ||ACUITE A3 |
| || ||Rating ||(Assigned) |
40. DETAILS OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016
During the financial year under review no application was made or proceeding initiatedagainst the Company under the Insolvency and Bankruptcy Code 2016 nor any such proceedingwas pending at the end of the financial year under review.
41. VALUATION OF ASSETS
During the financial year under review there was no instance of one-time settlement ofloans / financial assistance taken from Banks or Financial Institutions hence the Companywas not required to carry out valuation of its assets for the said purpose.
Your directors wish to place on record their deep sense of appreciation for thevaluable services and the contribution made by the Company's employees at all levels fortheir continual growth and prosperity of the Company. The industrial relations continuedto be cordial during the financial year under review.
The directors also wish to place on record its appreciation for the continuedco-operation and assistance received by the Company from its Customers VendorsShareholders Financial Institutions Bankers Business Associates & GovernmentAuthorities during the financial year under review.
| ||For and on behalf of the Board of Directors of Vipul Organics Limited |
| ||Vipul P. Shah ||Mihir V. Shah |
|Place: Mumbai ||Managing Director ||Whole Time Director & CFO |
|Date: 11th August 2022 ||DIN: 00181636 ||DIN: 05126125 |