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VRL Logistics Ltd.

BSE: 539118 Sector: Others
NSE: VRLLOG ISIN Code: INE366I01010
BSE 00:00 | 02 Dec 576.45 7.25
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NSE 00:00 | 02 Dec 576.65 7.95
(1.40%)
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580.00

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OPEN 572.05
PREVIOUS CLOSE 569.20
VOLUME 13115
52-Week high 719.00
52-Week low 398.15
P/E 25.78
Mkt Cap.(Rs cr) 5,092
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 572.05
CLOSE 569.20
VOLUME 13115
52-Week high 719.00
52-Week low 398.15
P/E 25.78
Mkt Cap.(Rs cr) 5,092
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

VRL Logistics Ltd. (VRLLOG) - Director Report

Company director report

Dear Members

Your directors are pleased to present the thirty ninth annual report of your Companytogether with the audited financial statements for the financial year ended March 312022.

1. SUMMARY OF FINANCIAL RESULTS

The performance of the Company for the Finacial year ended 31st March 2022 issummarized below:

(Rs in lakhs)
Particulars Year Ended March 31 2022 Year Ended March 31 2021
Total Income 241046.54 177578.73
EBIDTA 42098.16 26035.04
Finance Costs 4309.18 3681.96
Depreciation & Amortization expense 16799.76 15979.01
Profit Before Tax 20989.22 6374.07
Tax Expense 4977.96 1867.28
Net Profit After Tax 16011.26 4506.79
Other comprehensive income 39.02 (158.38)
Total Comprehensive income 16050.28 4348.41
Basic & diluted Earnings per Share (Rs.) 18.12 4.99

2. OPERATING HIGHLIGHTS / STATE OF COMPANY'S AFFAIRS

During the year under consideration your Company achieved a gross revenue of Rs.241046.54 lakhs as against

Rs. 177578.73 lakhs for the earlier fiscaldepicting a growth of 35.74%.TheProfit before tax (PBT) wasRs. 20989.22 lakhs as against the Profit before tax ofRs.6374.07 lakhs in the previous year depicting a growth of 229.29%. The profitafter tax was Rs.16011.26 which represents the highest ever profitability in the company'shistory.

While the Company's Goods Transport Division achieved a turnover of Rs 213738.24lakhs registering a growth rate of 34.19 % as compared to the previous yearBus Operations division achieved a turnover of Rs. 20483.75 lakhs registering a growthof 57.16%. A detailed financial performance analysis is provided in the ManagementDiscussion & Analysis Report which is a part of this Annual Report.

3. SHARE CAPITAL

The paid up Equity Share Capital as at March 31 2022 stood at Rs. 8834.35 lakhs.There was no change to the paid up share capital during the fiscal.

The company has not issued shares with differential voting rights nor has granted anystock options or sweat equity. As on March 31 2022 none of the Directors of the companyheld instruments convertible into equity shares of the Company.

4. CHANGE IN THE NATURE OF BUSINESS

Your Company continues to be one of the leading Logistics service providers in thecountry. The service offerings of the Company in the Logistics space are Goods transportand Bus Operations apart from Transportation of Passengers by Air and Wind PowerGeneration Business. There is no change in nature of business of the Company.

The Company has entered into a "MOU (Memorandum of Understanding)" with RatnaCements (Yadwad) Limited for the sale of its Wind Power Generation Business on a goingconcern basis by way of Slump Sale for a consideration of Rs. 4800 Lakhs (Four ThousandEight Hundred Lakhs only). The Buyer has placed a token advance prior to signing of theMoU and has been provided a time upto 31st July 2022 to achieve the completion oftransaction with all required approvals along with the remittance of balance saleconsideration. The Wind Power Undertaking of the Company initially comprised of 34 windturbine generators with capacity of 42.5 MW. As of date the said project comprises of 32wind turbine generators with a capacity of 40 MW. These WTG's are installed atKappatgudda District Gadag Karnataka State. The board in its meeting held on 27.05.2022has ratified and approved the sale of the said division of the company.

5. CAPITAL EXPENDITURE:

During the Financial year 2021-22 the company has incurred a capital expenditure ofRs.16003.90 Lakhs. Out of the same an amount of Rs.12550.21 Lakhs was invested onpurchase of new fleet. The balance capex of Rs.3453.69 Lakhs was spent on MachineriesLand & Building Plant & equipment office equipment etc.

6. LEASES

The Company had adopted the accounting standard Ind-AS 116- "Leases" whichhas become effective from 1st April 2019 (transition date). The adoption of this Standardhas resulted in the Company recognizing a right-of-use (ROU) of assets and related leaseliability in connection with all former operating leases except for those identified aslow-value or having a remaining lease term of less than 12 months.

This year the addition to ROU assets was to the tune of Rs. 8428.64 Lakhsattributable entirely to Buildings. Also the addition to Lease Liabilities including bothcurrent and Non-current was to the tune of Rs. 9092.75 Lakhs.

The impact of adopting IndAS 116 on the financial statements for the year ended 31 stMarch 2022 is as follows:

Particulars Year Ended March 31 2022 Year Ended March 31 2021
Depreciation charge on Right-of-use assets-Buildings 7696.21 6542.61
Interest expense included in finance cost 3149.53 2353.77
Expense relating to short-term leases 4130.78 2915.39
Total cash outflow for leases during current financial year (excluding short term leases) 10181.63 8778.65
Additions to the right of use assets during the current financial year 16275.92 12197.92

7. DIVIDEND:

During the financial year 2021-22 the Board declared an interim dividend of Rs.8/- pershare in the month of February 2022 and recommends that the same be considered as thefinal dividend for the current fiscal.

The comparative details of dividend declared are as follows:-

Financial Year 2021-22 Financial Year 2020-21
Dividend Type Dividend Per share Dividend Payout Dividend Per share Dividend Payout
(in Rs) (Rs in lakhs) (in Rs) (in Rs lakhs)
Interim Dividend 8 7067.47 - -
Final Dividend - - 4 3533.74
Total Dividend 8 7067.47 4 3533.74
Payout ratio

44.03%

78.41%

In compliance with the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Listing Regulations")the Dividend policy of the Company is available on the Company's website at http://vrlgroup.in/vrl_investor_desk.aspx?display=policies. A copy of the same is annexed to thisReport as Annexure A.

8. TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF:

The Ministry of Corporate Affairs under Section 124 and 125 of the Companies Act 2013and Investor Education and Protection Fund (Accounting Audit Transfer and Refund) Rules2016 ("IEPF Rules") requires dividends that are not encashed/ claimed by theshareholders for a period of seven consecutive years to be transferred to the InvestorEducation and Protection Fund (IEPF).

Also IPO share application money which is unclaimed for a period of seven yearsamounting to Rs.1465750/- is proposed to be transferred to the Investor Educationand Protection Fund Authority in accordance with the provisions of the Act within the duedate therefor. The details of the IPO share Application money and unclaimed/unpaiddividend is detailed in the corporate governance report which forms the part of thisannual report and also can be accessed athttp://vrlgroup.in/investor_download/Unclaimed_Dividend_2020.pdf?a=1

9. TRANSFER TO RESERVES:

The Company has transferred an amount of Rs.1601.13 lakhs to the General Reserve outof current year's profits in line with its practice of earlier years.

10. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

11. FIXED DEPOSITS

The Company has not accepted any deposits during the year within the meaning of Section73 of the Companies Act 2013 and the rules made there under.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. Details of investments made by the company aregiven in the notes to the financial statements.

13. CREDIT RATING

During the year ICRA Limited has reaffirmed its existing long term rating of [ICRA] A+(pronounced as ICRA A Plus). The outlook on the long term rating is Stable.

14. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 (2) of SEBI Listing Regulations read with Schedule V thereto ispresented in a separate section forming part of this Annual Report.

15. BUSINESS RESPONSIBILITY REPORT

The Securities Exchange Board of India vide notification has mandated top 1000 listedcompanies based on market capitalization to include a report on business responsibility.The said report is in compliance with the SEBI Listing Regulations and forms a part ofthis Annual Report.

16. CORPORATE GOVERNANCE

The Company is committed to maintain the steady standards of corporate governance andadhere to the corporate governance requirements set out under extant law. The Report oncorporate governance as stipulated under Regulation 34 of the SEBI Listing Regulationsread with Schedule V thereto forms part of this Annual Report. The requisite certificatethe Auditors of the Company confirming compliance with the conditions of corporategovernance as stipulated under the aforesaid Regulations as also the related certificatefrom CEO/CFO are attached to the Report on Corporate . Governance The auditors'certificate does not contain any qualification reservation or adverse remarks.

17. BOARD COMPOSITION AND INDEPENDENCE

The composition of the Board is in conformity with Section 149 of the Companies Act2013 and Regulation 17 of the SEBI Listing Regulations which stipulates that the Boardshould have optimum combination of Executive and Non-executive Directors with at least oneIndependent Woman Director and at least 50% of the Board should consist of Independentdirectors as the Chairman of our Board is an Executive Director.

As on 31st March 2022 the Board comprised of twelve Directors. Out of these two areManaging Directors who are also the Promoters of the Company and two are Whole TimeExecutive Directors the other eight being Non-Executive Directors. Of the eightNon-Executive Directors six are Independent Directors. These include two IndependentWoman Directors. All the

Directors possess the requisite qualifications expertise and experience in generalcorporate management finance banking laws and other allied fields enabling them tocontribute effectively in their capacity as Directors of the Company.

None of the Directors of the Company are related to each other except Dr. VijaySankeshwar Chairman & Managing Director

(CMD) and Dr. Anand Sankeshwar Managing Director (MD).

All Independent Directors have given due declarations that they meet the criteria ofindependence as laid down under section 149 (6) and (7) of the Companies Act 2013 andunder extant provisions of the SEBI Listing Regulations.

18. NUMBER OF MEETINGS OF THE BOARD

During the year five Board Meetings were held details of which are provided in theCorporate Governance Report. The intervening gap between the meetings was in compliancewith the requirements of the Companies Act 2013 and SEBI Listing Regulations. Due to thethen ongoing pandemic situation lockdown imposing the restriction on movement ofindividuals results for the year ended 31 etc.theboard meeting for approval of financialst March 2021 was held on 12th June 2021 with a gap of 125 days earlier from the BoardMeeting date which was permissible vide relevant circulars issued by the relatedregulatory authorities.

Details of attendance of meetings of the Board its Committees and the Annual GeneralMeeting are included in the Report on Corporate Governance which forms part of thisAnnual Report.

19. COMMITTEES OF THE BOARD

The Board has the following committees: a. Audit Committee b. Nomination andRemuneration Committee

c. Corporate Social Responsibility Committee (CSR)
d. Stakeholders Relationship Committee
e. Risk Management Committee
f. Administration Committee
g. Finance Committee

Details such as terms of reference powers functions meetings membership ofcommittee attendance of directors etc. are dealt with in Corporate Governance Reportforming part of this Annual report.

Board has accepted all recommendations made by the Audit Committee during the year.

20. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) a) Inductions

There was no induction of any new Director/KMP during the year under consideration. b)Retirement/Re-appointment

Mr. K. N. Umesh Whole-time Director and Dr. Raghottam Akamanchi Non-ExecutiveDirector of the Company retire by rotation owing to their tenure being the longestamongst retiring directors and being eligible offer themselves for reappointment. TheBoard recommends their re-appointment.

The Board recommends the continuation of Mr. Prabhakar Kore as a Non ExecutiveIndependent Director owing to his attaining the age of 75 years subject to the approval ofthe shareholders at the ensuing Annual General Meeting of the Company as mandated underRegulation 17 (1A) of SEBI (LODR) Regulations 2015.

Pursuant to the completion of their respective five year tenure your Board recommendsthe re-appointment of Mr. L R Bhat and Mr. K. N. Umesh as Whole-time Directors of theCompany at the ensuing Annual General Meeting of the Company. c) Resignation

During the year under review no directors resigned in the Company. d) KeyManagerial Personnel

Pursuant to Section 203 of the Companies Act 2013 the Key Managerial Personnel (KMP)of the Company are Dr. Vijay

Sankeshwar Chairman & Managing Director Dr. Anand Sankeshwar Managing DirectorMr. K. N. Umesh Whole time Director Mr. L R Bhat Whole time Director Mr. SunilNalavadi Chief Financial Officer and Mr. Aniruddha Phadnavis Company Secretary &Compliance Officer. There was no change in Key Managerial Personnel of the Company duringthe year.

The remuneration and other details of these Key Managerial Personnel for FY 2021-2022are provided in the Annual Return (MGT 7) which is available on the website of the Companyand can be accessed at https://www.vrlgroup.in/vrl_investors_desk.aspx?display=annual_return

21. STATUTORY DISCLOSURES

None of the Directors of your Company are disqualified as per provisions of Section164(2) of the Companies Act 2013. Your

Directors have made necessary disclosures as required under various provisions of theCompanies Act 2013 and SEBI

Listing Regulations. A Certificate to that effect as mandated under Schedule V of theSEBI (LODR) Regulations obtained from a Company Secretary in practice.

22. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI Listing Regulations theannual performance of the Board its Committees Chairperson and Individual Directorsincluding Independent Directors was evaluated as per the criteria laid down by theNomination and Remuneration Committee. The manner in which the evaluation has been carriedout has been explained in the Corporate Governance Report which forms part of this AnnualReport.

23. BOARD DIVERSITY

A diverse Board enables efficient functioning through differences in perspective andskill and also fosters differentiated thought processes at the back of varied industrialand management expertise gender and knowledge. The Board recognizes the importance of adiverse composition and has adopted a Board Diversity policy which sets out the approachto diversity. The said policy can be accessed through the following link :https://www.vrlgroup.in/investor_download/Board%20 diversity%20policy.docx

24. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that: i) In the preparation of the annual accounts the applicable accountingstandards (IndAS) have been followed along with proper explanation relating tomaterial departures. The Ind AS are prescribed under Section 133 of the Companies Act 2013read with Rule 3 of the Companies (Indian Accounting Standards) Rules 2015 and Companies(Indian Accounting Standards) Amendment Rules 2016. ii) The directors haveselected such accounting policies and applied them consistently and made judgments andestimates that were reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company at the end of the financial year and of theprofit or loss of the Company for that period. iii) The directors have taken proper andsufficient care for the maintenance of adequate accounting records in accordance withthe provisions of this Act for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities. iv) The directors have prepared theannual accounts on a going concern basis. v) The directors had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively. vi) The directors had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systemswere adequate and operating effectively. vii) Based on the framework of internal financialcontrols established and maintained by the Company work performed by the internalauditors statutory auditors reviews performed by the management and the relevant BoardCommittees the Board in concurrence with the Audit Committee is of the opinionthat the Company's internal financial controls were adequate operational and effective ason March 31 2022.

25. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financialyear were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict of interest withthe company at large.

All Related Party Transactions are placed before the Audit Committee as also to theBoard for prior approval. Omnibus approval was obtained every Quarter for transactionswhich are repetitive in nature. A statement containing details of all transactions enteredinto pursuant to omnibus approval are placed before the Audit Committee and the Board forreview and approval on a quarterly basis.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board of Directors of the Company can be viewed on thewebsite of the Company through the following link.http://vrlgroup.in/investor_download/RPT%20Policy.pdf There were no material related partytransactions entered between the Company Directors management or their relatives. Allthe contracts/arrangements/ transactions entered into by the Company with the relatedparties during the financial year 2021-

22 were in the ordinary course of business and on an arm's length basis. In our opinionthere were no "material" transactions that warrant a disclosure in this report.

Accordingly particulars of contracts or arrangements with related parties referred toin Section 188(1) along with the justification for entering into such contract orarrangement in Form AOC-2 does not form a part of this report.

26. NOMINATION AND REMUNERATION POLICY

In adherence to Section 178(1) of the Companies Act 2013 the Board has on therecommendation of the Nomination

& Remuneration Committee framed a policy for selection and appointment ofDirectors Senior Management and their remuneration including criteria for determiningqualifications positive attributes and other matters provided under sub section

(1) (3) of section 178 of the Companies Act 2013. The Remuneration Policy is annexedto this report as Annexure B. The said policy alternatively can also be accessed on thewebsite of the Company at the following link:http://vrlgroup.in/investor_download/Nomination_Remuneration%20Policy.pdf

27. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and specified employees in the course of day to day businessoperations of the company. The Company believes in "Zero Tolerance" againstbribery corruption and unethical dealings / behavior in any form and the Board has laiddown certain directives to counter such acts. Such code of conduct has also been placed onthe Company's website. The Code lays down the standard procedure of business conduct whichis expected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. The Code gives guidance on the expectedbehavior from an employee in a given situation and the reporting structure. All the BoardMembers and the Senior Management personnel have confirmed compliance with the Code.Pursuant to SEBI (LODR) Regulations 2015 a confirmation from the Chairman and ManagingDirector regarding compliance with the

Code by all the Directors and senior management of the Company is given as a part ofthe Annual Report.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy in line with the provisions of Section 177(9)and Section 177(10) of the Companies Act 2013 to deal with instances of fraud andmismanagement if any. Staying true to our core values being committed to high standardsof Corporate Governance and stakeholder responsibility the said policy ensures thatstrict confidentiality is maintained in respect of whistle blowers whilst dealing withconcerns and also specified that no discrimination will be meted out to any person for agenuinely raised concern and also provides a direct access to the Chairman of the AuditCommittee. During the year under review none of the personnel have been denied access tothe Chairman of Audit Committee.

The Vigil Mechanism policy is available on the website of the Company and can beaccessed at the following link. http://vrlgroup.in/investor_download/vigil_Mechanism.pdf.

29. PREVENTION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations 2015 as amended (PIT Regulations) the Company hasadopted a Code of Internal Procedures and Conduct for Regulating Monitoring and Reportingof Trading by Insiders with a view to regulate trading in securities by the Directors andcertain designated employees of the Company. The Code requires pre-clearance for dealingin the Company's shares and prohibits the purchase or sale of Company shares by theDirectors and designated employees while in possession of unpublished price sensitiveinformation in relation to the Company and during the period when the Trading Window isclosed. The Board is responsible for implementation of the Code.

The said code is available on the website of the Company and can be accessed at thefollowing link. http://vrlgroup.in/vrl_investor_desk.aspx?display=policies

30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Board of the Company had laid down policies guidelinesprocedures and structure to enable implementation of appropriate internal financialcontrols across the Company. These control processes enable and ensure the orderly andefficient conduct of Company's business including safeguarding of assets prevention anddetection of frauds and errors the accuracy and completeness of the Accounting recordsand timely preparation & disclosure of financial statements. These controls alsoidentify the risks and provides for means to minimize / mitigate the risks affecting thebusiness of the Company as a whole. Auditors as required under the Companies Act 2013have also reported the existence and operations of these controls in an effective manner.

The Company's internal audit department enables the Management to mitigate the risksand prevent non-compliance with laws which would affect the financial position of theCompany. The scope and authority of the Internal Audit function is well defined and tomaintain its objectivity and independence the Internal Audit function reports to theChairman of the Audit Committee of the Board as well as directly to the Chairman &Managing Director. The Internal Audit Department monitors and evaluates the efficacy andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company. Based on the internalaudit report from time to time the management undertakes corrective actions in therelevant areas and thereby strengthens the controls. Significant observations andrecommendations along with corrective actions thereon are presented to the AuditCommittee.

31. BUSINESS RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act 2013 and Regulation 17(9) of SEBI(LODR) Regulations 2015 the Company has in place a risk management architecture thatprovides a holistic approach to the best of its capabilities.

The Company identifies assesses and mitigates risks that could materially impact itsperformance in objectives.

The Risk Management Committee and Audit Committee on a regular basis reviews theCompany's portfolio of risks and examines it under the light of the Company's RiskAppetite.

The material risks affecting Company are identified along with related mitigationmeasures and elaborated in the Risk

Management Policy of the Company which has also been hosted on the website of theCompany and can be accessed at the following link.http://vrlgroup.in/investor_download/Risk%20Management%20Policy.pdf

32. SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS 2015

The Company's Equity Shares are listed on the BSE Ltd and National Stock Exchange ofIndia Limited and the Company has paid the applicable Annual listing fees to these stockexchanges. The Company has also formulated the following Policies as required underSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015:

‘Policy for Preservation of Documents' under Regulation 9 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

The said policy can be accessed at the following link:http://vrlgroup.in/vrl_investor_desk.aspx?display=policies

‘Policy on Criteria for determining Materiality of Events/Information' underRegulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015The said policy can be accessed thru the following link:http://vrlgroup.in/vrl_investor_desk.aspx?display=policies

33. AUDITORS and AUDIT REPORTS a) Statutory Auditors and Audit Report:

In accordance with Section 139 of the Companies Act 2013 and Rules made thereunderMembers at the 37th Annual

General Meeting of the Company had approved the appointment of Statutory Auditors M/S.Kalyaniwalla & Mistry LLP

Chartered Accountants Mumbai (Firm Registration No. 104607W / W100166) for a period of5 years from the date of the said Annual General Meeting.

There are no qualifications reservations or adverse remarks made by the StatutoryAuditors in their report for the financial year ended March 31 2022. Pursuant toprovisions of section 143(12) of the Companies Act 2013 the Statutory Auditors have notreported any incident of fraud to the Audit Committee during the year under review. b)Cost Auditors & Cost Audit Report

Section 148 (1) of the Companies Act 2013 read with Rules made thereunder mandatesevery Company belonging to category prescribed in the related Rules to undertake a CostAudit. In compliance with said provision Company had appointed M/s

S.K. Tikare & Co. Cost Accountants Belagavi to audit the cost records for FY2021-22 pertaining to its Wind Power division.

The Cost Auditor has submitted the Cost Audit report for FY 2021-22 and the same isannexed as Annexure C herewith.

There are no qualifications reservations or adverse remarks made by the Cost Auditorsin their report for the financial year ended 31st March 2022.

Pursuant to the recommendation of the Audit Committee the Board of Directors havere-appointed M/s S K Tikare & Co.

Cost Accountants Belagavi as the Cost Auditors for FY 2022-23 at a remuneration ofRs.70000/- excluding applicable taxes and out-of-pocket expenses subject to approval bythe members at the ensuing Annual General Meeting of the Company. c) SecretarialAuditor & Secretarial Audit Report

Pursuant to provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hadappointed Mr. R. Parthasarathy Company Secretary in practice to undertake the SecretarialAudit of the Company for FY 2021-22. The Secretarial Audit report in Form MR-3 is annexedherewith as Annexure D.

Pursuant to the recommendation of the Audit Committee the Board of Directors havere-appointed Mr. R Parthasarathy Company Secretary to conduct the Secretarial Audit forFY 2022-23 at its meeting held on 27th May 2022 as also to issue the applicableSecretarial Compliance Report to be submitted to the Stock Exchanges.

With reference to the observation made by the Secretarial Auditor in his reportrelating to the gap of 125 days between two board meetings w.r.t. the meeting held on 12thJune 2021 it is submitted that due to the then extra-ordinary situation caused byCovid-19/Lock down/ restrictions on movement of persons/Auditors and SEBI granting timefor filing Financial results for the year/quarter ending 31.03.2021 up to 30.06.2021 andMCA also granting permission to hold Board Meeting beyond gap of 120 days during the saidperiod the Company held its Meeting after a gap of 125 days taking into account thefeasibility and convenience of all concerned which was the earliest possible schedule forholding the said Meeting.

34. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As required under the provisions of the section 135 of the Companies Act 2013 theBoard has constituted the Corporate Social Responsibility Committee (CSR Committee) whichmonitors and oversees various CSR initiatives and activities of the

Company. The CSR Committee comprises of five directors out of which two are IndependentDirectors. The CSR Committee met three times during the year. Further details such ascomposition terms functions meetings and attendance of directors of the said committeeare provided in the Corporate Governance report forming part of this Annual Report.

The Company has undertaken and contributed to various projectsidentifiedby othereligible Trusts/Educational Institutions for CSR related activities as approved by the CSRCommittee during the year mainly towards Education Healthcare and Sports etc.

A detailed Annual Report as required to be given under Section 135 of the CompaniesAct 2013 and Rule 8 of the Companies

(Corporate Social Responsibility Policy) Rules 2014 containing details of CSRactivities & contents of CSR policy is annexed as Annexure E.

CSR policy of the Company is available on the Company's website and can be accessedthrough the following link. http:// vrlgroup.in/investor_download/CSR%20POLICY.pdf

35. ANNUAL RETURN:

A copy of the Annual Return of the Company containing the particulars prescribed u/s 92of the Companies Act 2013 in

Form MGT-7 as of the end of the financial year i.e. 31st March 2022 is uploaded onthe website of the Company in the

Investor Relations Section under the tab ‘Annual Return' and can be accessed athttps://www.vrlgroup.in/vrl_investors_desk. aspx?display=annual_return

36. DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The particulars regarding Conservation of Energy Technology Absorption and ForeignExchange Earnings and expenditure are annexed hereto as Annexure F and forms part of thisReport.

37. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 (12) read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company forms of this report and annexed herewith as Annexure G. Astatement containing top ten employees in terms of remuneration and the names of everyemployee who was in employment of the Company throughout the year and was in receipt ofthe specified remuneration is also included therein

38. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.

39. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments that occurred subsequent to the end ofthe financial year till the date of this report which affects the financial position ofthe Company.

40. INDUSTRIAL RELATIONS

During the year under review your Company experienced cordial relationship withworkers and employees at all levels throughout the year.

41. SIGNIFICANT AND MATERIAL ORDERS by the regulators or courts or tribunalsimpacting going concern status Therearenosignificant and company's operations for aforeseeable future.

42. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place a Policy for Prevention Prohibition and Punishment of SexualHarassment of Women at Work place in line with the requirements of The Sexual Harassmentof Women at the Workplace (Prevention Prohibition & Redressal)

Act 2013. Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All employees are covered under this policy. During the yearunder review there were no cases filed pursuant to the Sexual

Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

43. ACKNOWLEDGMENTS AND APPRECIATION

The Directors take this opportunity to thank the Company's customers shareholdersinvestors suppliers bankers financial institutions and Central & State Governmentsfor their consistent support and cooperation extended to the Company. The

Directors also wish to place on record their appreciation towards employees at alllevels for their hard work dedication and commitment.

For and on behalf of the Board
Dr. Vijay Sankeshwar
Chairman & Managing Director
DIN: 00217714
Place: Hubballi
Date: 27th May 2022

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