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VRL Logistics Ltd.

BSE: 539118 Sector: Others
NSE: VRLLOG ISIN Code: INE366I01010
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NSE 15:19 | 23 Apr 265.60 0.25
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OPEN 266.90
PREVIOUS CLOSE 266.70
VOLUME 751
52-Week high 459.90
52-Week low 238.00
P/E 28.87
Mkt Cap.(Rs cr) 2,408
Buy Price 265.00
Buy Qty 255.00
Sell Price 266.20
Sell Qty 68.00
OPEN 266.90
CLOSE 266.70
VOLUME 751
52-Week high 459.90
52-Week low 238.00
P/E 28.87
Mkt Cap.(Rs cr) 2,408
Buy Price 265.00
Buy Qty 255.00
Sell Price 266.20
Sell Qty 68.00

VRL Logistics Ltd. (VRLLOG) - Director Report

Company director report

DIRECTORS’ REPORT

Dear Members

Your directors are pleased to present the thirty fifth annual report of your Companytogether with the audited financial statements for the financial year ended March 31 2018

SUMMARY OF FINANCIAL RESULTS ( Rs. in lakhs)
Particulars Year Ended Year Ended
31st March 2018 31st March 2017
Total Income 193655.07 181238.33
Profit before Finance cost and Depreciation 24846.44 22748.13
Finance Costs 1144.09 2400.21
Depreciation & Amortization expense 9763.42 9817.85
Profit Before Tax 13938.93 10530.07
Tax Expense 4682.51 3482.81
Net Profit After Tax 9256.42 7047.26
Other comprehensive income (186.01) 75.98
Total Comprehensive income 9070.41 7123.24
Basic& diluted Earning per Share (Rs.) 10.17 7.72

OPERATING HIGHLIGHTS / STATE OF COMPANY’S AFFAIRS

During the year under consideration your Company had gross revenues of Rs. 193.655.07lakhs as against Rs. 181238.33 lakhs in previous year depicting a growth of 6.85%resulting in Profit before tax (PBT) of Rs. 13938.93 lakhs as against the Profit beforetax of Rs. 10530.07 lakhs in the previous year depicting a growth rate of 32.37%. Whilethe Company’s Goods Transport Division achieved a turnover of Rs. 151722.15 lakhsregistering a growth rate of 6.39% as compared to the previous year Bus Operationsdivision achieved a turnover of 35870.88 lakhs registering a growth rate of 9.96%. Adetailed financial performance analysis is provided in the Management Discussion &Analysis Report which is part of this Annual Report.

SHARE CAPITAL

During the year under consideration the paid up Capital has decreased from Rs. 9124.35Lakhs to Rs. 9034.35 Lakhs due to buy-back of 900000 Equity shares of Rs. 10 each (fullypaidup) at an average price of Rs. 419.39/- per share from non-promoter shareholders.

The company has not issued shares with differential voting rights nor has granted anystock options or sweat equity. As on March 31 2018 none of the Directors of the companyhold instruments convertible into equity shares of the Company.

BUYBACK OF SHARES

The Board of Directors of the Company at their meeting held on November 3 2017approved the buyback of its fully paid up Equity Shares for an aggregate amount notexceeding Rs. 4140 Lakhs ("Maximum Buy-back Size") being 7.65% of the totalpaid up share capital and free reserves of the Company based on the audited financialstatements of the Company as at March 31 2017 (being the date of last audited financialstatements of the Company) for a price not exceeding Rs. 460/- per Equity Share("Maximum Buy-back Price") from the shareholders of the Company excludingpromoters promoter group persons acting in concert and persons who are in control of theCompany payable in cash via the open market route through the stock exchanges inaccordance with the Securities and Exchange Board of India (Buy Back of Securities)Regulations 1998 as amended ("SEBI Buyback Regulations") and the CompaniesAct 2013 and rules made thereunder as amended (the process hereinafter referred to asthe "Buy-back").

The Company completed the Buyback of 900000 equity shares at an average price of Rs.419.39/- per share on January 30 2018. The outlay on account of buy-back was Rs.3774.60/- Lakhs which represented 91.17% of the amount earmarked for Maximum BuybackSize.

Accordingly the Company also extinguished all 900000 equity shares bought backwithin the stipulated timeframe under the governing regulations and also filed withSecurities and Exchange Board of India (SEBI) and Stock Exchanges a report of auditorsconfirming the extinguishment of shares as required under the extant provisions of thegoverning laws.

The details of the pre and post Buyback shareholding pattern of the Company are asfollows:

Category of Shareholder Pre Buy-back Post Buy-back
Number of Shares % to the existing Equity Share capital Number of Shares % to post Buy- back Equity Share capital
Promoters and promoter group 61480000 67.38 61480000 68.05
Foreign Investors (Including Non-Resident Indians 10685863 11.71
FIIsFPIsForeign Mutual FundsForeign Nationals)
Financial Institutions/Banks Mutual Funds promoted by Banks/ Institutions 10595633 11.62 28863495 31.95
Others (Public Bodies Corporate etc.) 8481999 9.30
Total 91243495 100 90343495 100

CHANGE IN THE NATURE OF BUSINESS

There is no change in nature of business of the Company. Your Company continues to beone of the leading Logistics service providers in the country. The service offering of theCompany in the Logistics space are Goods transport Passenger transport and Courierservices apart from transport of passenger by Air and Wind Power Generation business.However the company has passed necessary resulation for amendment of objects clause tofacilitate undertaking allied business activities as mentioned herein after.

AMENDMENT TO THE MAIN OBJECTS OF MEMORANDUM OF ASSOCIATION

Your Board had approved the amendments to objects clause of Memorandum of Associationof the Company to facilitate the Company encash opportunities coming its way at itsBoard meeting held on December 2 2017 which was subject to approval of shareholders byspecial resolution. Amendment of main objects inter alia include the following: -Distribution / dealership / transacting of vehicle spares and components and otherproducts; - Designing / Manufacturing truck / bus and other vehicle bodies and otherworks; and - Providing logistics business solutions.

Shareholders have approved the said amendment by special resolution by postal ballotand details of voting pattern are provided in the Corporate Governance report which formspart of this Annual Report.

The company has also received approval from the Regestrar of Compnies for the amendmentof objects clause.

CAPITAL EXPENDITURE:

During the Financial year 2017-18 the company has incurred a capital expenditure ofRs. 4733.65 lakhs. Out of the same an amount of Rs. 1759.11 lakhs was invested on fleetaddition and comprised of 50 long route Ashok Leyland vehicles as also other smallervehicles for short haul apart from cars. Other capex components includethe cost incurredon additions to Buildings Plant & Equipment Office Equipment Leasehold Improvementsand Furniture & Fittings. Apart from the same the Company has also extendedsubstantial advances for purchase of properties at Mangaluru and Surat.

DIVIDEND:

During the Financial year 2017-18 no dividend was declared. The Board does notrecommend any dividend for the year. In compliance with the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirement) Regulations 2015 ("SEBIListing Regulations") the Dividend policy of the Company is available on theCompany’s website at http:// vrlgroup.in/vrl_investor_desk.aspx?display=policies. Acopy of the same is annexed to this Report as Annexure A.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF:

The Ministry of Corporate Affairs under Section 124 and 125 of the Companies Act 2013requires dividends that are not encashed/claimed by the shareholders for a period of sevenconsecutive years to be transferred to the Investor Education and Protection Fund (IEPF).During the year under consideration no amount was due for transfer to IEPF in accordancewith Section 125 of the Companies Act 2013.

The details of unclaimed dividend and IPO share application money alongwith their duedates for transfer to IEPF is provided in the Corporate Governance Report which forms partof this Annual Report.

TRANSFER TO RESERVES:

The Company has transferred an amount of Rs. 925.64 lakhs to the General Reserve out ofcurrent year’s profits in line with earlier years.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

FIXED DEPOSITS

The Company has not accepted any deposits during the year within the meaning of Section73 of the Companies Act2013 and the rules made thereunder.

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 are given in the notes to the financialstatements.

CREDIT RATING

ICRA Limited has upgraded the Long term rating of the Company from [ICRA] A-(pronounced as ICRA A Minus) to [ICRA] A (pronounced as ICRA A). The outlook on the longterm rating has been revised from Stable to Positive.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review asstipulated under Regulation 34 of SEBI Listing Regulations read with Schedule V theretois presented in a separate section forming part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

Securities Exchange Board of India vide its notification no. SEBI/LAD-NRO/GN/2015-16/27dated December 22 2015 has amended the SEBI Listing Regulations whereby mandating topfive hundred listed companies to include a report on business responsibility. The saidreport forms part of this Annual Report.

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.

BOARDS 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 oneWoman Director and at least 50% of the Board should consist of Independent directors asthe Chairman of our Board is an Executive Director.

As on March 31 2018 the Board comprised of twelve Directors. Out of these two areManaging Directors who are also the Promoters of the Company and two are Whole TimeDirectors.

Of the eight Non-Executive Directors six are Independent Directors. The Company hasalso appointed one Woman Director who also is an independent Director. All the Directorspossess the requisite qualifications expertise and experience in general corporatemanagement finance banking laws and other allied fields enabling them to contributeeffectively 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 Mr. Anand Sankeshwar Managing Director (MD) who are related.

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

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 stipulated under the provisions of the Companies Act 2013.

COMMITTEES OF THE BOARD

The Board has the following committees:

a. Audit and Risk Management Committee

b. Nomination and Remuneration Committee

c. CSR Committee

d. Stakeholders Relationship Committee

e. Administration Committee f. 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 and Risk Management Committeeduring the year.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL a) Inductions

During the year under consideration Mr. K N Umesh was appointed as a Whole TimeDirector w.e.f May 19 2017 and his appointment was subsequently confirmed by the membersat the 34th Annual General Meeting of the Company. Mr. L R Bhat was appointed as a wholetime director of the Company at the AGM held on August 4 2017.

b) Retirement/Re-appointment

Mr. K N Umesh Whole time director and Dr. Raghottam Akamanchi Non-Executive Directorretire by rotation and being eligible offer themselves for reappointment. The Boardrecommends their appointment.

During the year under review Mr. Ramesh Shetty Non-Executive Director retired fromthe office of director at the 34th Annual

General Meeting of the Company held on August 4 2017. The Board wishes to place onrecord his valuable contribution to the company during his tenure as a Director.

None of Independent Directors will retire at the ensuing Annual General Meeting.

c) Resignation

During the year under review Mr. S R Prabhu Non-Executive Director of the Companyresigned as a Director on May 19 2017 on personal grounds. The Board wishes to place onrecord his valuable contribution to the company during his tenure as a Director.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act 2013 the Key Managerial Personnel (KMP)of the Company are Dr. Vijay Sankeshwar Chairman and Managing Director Mr. AnandSankeshwar Managing Director Mr. K N Umesh Whole time

Director Mr. L R Bhat Whole time Director Mr. Sunil Nalavadi Chief FinancialOfficer and Mr. Aniruddha Phadnavis Company Secretary & Compliance Officer.

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.

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.

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 thru the following link.http://vrlgroup.in/vrl_investor_desk.aspx?display=policies

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 to materialdepartures. ii) The directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for that period.

iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.iv) The directors have prepared the annual accounts on a going concern basis. v) Thedirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively. vi) Thedirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such system were adequate and operating effectively.

Based on the framework of internal financial controls established and maintained by theCompany work performed by the internal statutory and secretarial auditors reviewsperformed by the management and the relevant Board Committees the

Board in concurrence with the Audit and Risk Management Committee is of the opinionthat the Company’s internal financial controls were adequate and effective as onMarch 31 2018.

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 the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

All Related Party Transactions are placed before the Audit and Risk ManagementCommittee as also to the Board for prior approval. Omnibus approval was obtained semiannually for transactions which are of repetitive in nature. A statement containingdetails of all transactions entered into pursuant to omnibus approval are placed beforethe Audit and Risk Management Committee and the Board for review and approval on aquarterly 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 thru the following link.http://vrlgroup.in/investor_download/RPT%20Policy.pdf

There were no material significant related party transactions entered between theCompany Directors management or their relatives. All thecontracts/arrangements/transactions entered into by the Company with the related partiesduring the financial year 2017-18 were in the ordinary course of business and on anarm’s length basis. In our opinion there 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.

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration including criteria for determining qualifications positive attributes andother matters provided under sub section (3) of section 178 of the Companies Act 2013. TheRemuneration Policy is annexed to this report as Annexure B. The said policy alternativelycan also be accessed on the website of the Company at the following link:http://vrlgroup.in/investor_download/Nomination_Remuneration%20Policy.pdf

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 conductwhich is expected to be followed by the Directors and the designated employees in theirbusiness dealings and in particular on matters relating to integrity in the work place inbusiness practices and in dealing with stakeholders. The Code gives guidance on theexpected behaviour from an employee in a given situation and the reporting structure. Allthe Board Members and the Senior Management personnel have confirmed compliance with theCode.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy 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 Auditand Risk Management Committee. During the year under review none of the personnel has beendenied access to the Chairman of Audit and Risk Management 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

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Internal Procedures and Conduct for RegulatingMonitoring and Reporting of Trading by Insiders with a view to regulate trading insecurities by the Directors and certain designated employees of the Company. The Coderequires pre-clearance for dealing in the Company’s shares and prohibits the purchaseor sale of Company shares by the Directors and designated employees while in possession ofunpublished price sensitive information in relation to the Company and during the periodwhen the Trading Window is closed. The Board is responsible for implementation of theCode. 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

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 preventionand detection of frauds and errors the accuracy and completeness of the Accountingrecords and timely preparation & disclosure of financial statements. These controlsalso identify the risks and provides for means to minimize / mitigate the risks affectingthe business of the Company as a whole.

Auditors as required under the Companies Act 2013 have also certified that theseinternal financial controls are in order and efficient in mitigating the risks.

The Company’s internal audit department enables the Management to mitigate therisks and prevent non-compliance of position of the Company. The scope and authority ofthe Internal Audit function is well laws which would affect the financial defined and tomaintain its objectivity and independence the Internal Audit function reports to theChairman of the Audit and Risk Management Committee of the Board as well as directly tothe Chairman & Managing Director. The Internal Audit Department monitors and evaluatesthe efficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company.Based on the internal audit report from time to time the management undertakes correctiveactions in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions

Audit and Risk Management Committee.

BUSINESS RISK MANAGEMENT:

The Company has in place a risk management architecture that provides a holisticapproach to the best of its capabilities.

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

The Audit and Risk Management Committee on a regular basis reviews the Company’sportfolio of risks and examines it under the light of the Company’s Risk Appetite.

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

OTHER POLICIES UNDER SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS 2015

The Company’s Equity Shares are listed on the BSE and NSE and has paid its Annuallisting fees to these stock exchanges for the Financial Year 2018-19. The Company has alsoformulated the following Policies as required under Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015: 1. ‘Policy forPreservation of Documents’ under Regulation 9 of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.

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

2. ‘Policy on Criteria for determining Materiality of Events/Information’under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 The said policy can be accessed thru the following link:http://vrlgroup.in/vrl_investor_desk.aspx?display=policies

AUDITORS & AUDIT REPORTS a) Statutory Auditors & Audit Report:

In accordance with Section 139 of the Companies Act 2013 and Rules made thereunderMembers at the 32nd Annual General Meeting of the Company approved the appointment ofStatutory Auditors M/s Walker Chandiok and Co. Chartered

Accountants LLP Mumbai for a period of 5 years. The said appointment was subject toratification by members every However the requirement of ratification of appointment ofStatutory Auditors under proviso to Section 139 of the Companies

Act 2013 is done away with under the Companies (Amendment) Act 2017. As such yourBoard does not seek members’ ratification for their re-appointment.

There are no qualifications reservations or adverse remarks made by the StatutoryAuditors in their report for the financial year ended March 31 2018. Pursuant toprovisions of section 143 (12) of the Companies Act 2013 the Statutory Auditors have notreported any incident of fraud to the Audit and Risk Management Committee during the yearunder review.

b) Cost Auditors & Cost Audit Report:

Section 148 of the Companies Act 2013 read with Rules made thereunder mandates everyCompany belonging to category prescribed in the Rules to undertake a Cost Audit. Incompliance with said provision Company had appointed M/s S.K. Tikare & Co. CostAccountants Belgaum to audit the cost records for FY 2017-18. The Cost Auditor hassubmitted the Cost Audit report for FY 2017-18 and the same is annexed as Annexure Cherewith.

There are no qualifications reservations or adverse remarks made by the Cost Auditorsin their report for the financial year ended March 31 2018.

Pursuant to the recommendation of the Audit and Risk Management Committee the Board ofDirectors have re-appointed M/s S K Tikare & Co. Cost Accountants Belgaum as theCost Auditors for FY 2018-19 at a fixed remuneration of Rs. 60000/- excluding applicabletaxes subject to approval by the members at the ensuing Annual General Meeting of theCompany. Board recommends the approval of the said remuneration payable to the CostAuditor in accordance with Section 148 of the Companies Act 2013 and the Rules madethereunder.

c) Secretarial Auditor & 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 hasappointed Mr. R Parthasarathi Company Secretary in practice to undertake the SecretarialAudit of the Company for FY 2017-18. The Secretarial Audit report is annexed herewith asAnnexure D.

There are no qualifications made by the Secretarial Auditor in his report for thefinancialyear ended March 31 2018. Response to the comment made by the SecretarialAuditor in respect of the Company not fully expending the requisite quantum of CSR spendduring the year as required under Section 135 of the Companies Act 2013 is given in AnnualReport on CSR activities - Annexure E.

Pursuant to the recommendation of the Audit and Risk Management Committee the Board ofDirectors have re-appointed Mr. R Parthasarathi Company Secretary in Practice to conductthe Secretarial Audit for FY 2018-19 at its meeting held on May 26 2018.

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 which monitors andoversees various CSR initiatives and activities of the Company. The CSR Committeecomprises of four directors and three of whom are Independent Directors.The CSR Committeemet once during the year. Further details such as composition terms functions meetingsand attendance of directors of the said committee are provided in the Corporate Governancereport forming part of this Annual Report.

The Company has set up a trust - VRL Foundation for implementing CSR activities whichare mainly related to Healthcare

Sports and Education. A detailed report containing details of CSR activities &contents of CSR policy is annexed as Annexure E. CSR policy of the Company is available onthe Company’s website and can be accessed through the following link.http://vrlgroup.in/investor_download/CSR%20POLICY.pdf

EXTRACT OF ANNUAL RETURN:

Extract of the Annual Return in form MGT-9 is annexed herewith as Annexure F.

DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO

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

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company forms part of this report and annexed herewith as Annexure H.

A statement containing top ten employees in terms of remuneration and the names ofevery employee who is in employment of the Company throughout the year and is in receiptof annual remuneration of Rs. 102 Lakhs or more or employed for a part of year and inreceipt of Rs. 8.50 lakhs or more per month needs to be disclosed in the Board’sreport. As such the information is annexed as Annexure H to this report.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

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.

INDUSTRIAL RELATIONS

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

SIGNIFICANT AND MATERIAL ORDERS the regulators or courts or tribunals impactinggoing concern status There are no significant and company’s operations for aforeseeable future.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) 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 atWorkplace (Prevention Prohibition and Redressal) Act 2013.

ACKNOWLEDGMENTS AND APPRECIATION

The Directors take this opportunity to thank the Company’s customersshareholders investors suppliers bankers financial institutions and Central &State Governments for their consistent support to the Company. The Directors also wish toplace on record their appreciation to employees at all levels for their hard workdedication and commitment..

For and on behalf of the Board

Dr. Vijay Sankeshwar

Chairman & Managing Director

DIN: 00217714

Place: Hubballi

Date: 26th May 2018