Vakrangee Ltd Directors Report.

Dear Shareholders,

Your Directors are pleased to present the 29th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended March 31,2019.

1. PERFORMANCE OF THE COMPANY

The Companys performance is summarized below:

FINANCIAL RESULTS

(Rs in lakhs)

Particulars

Standalone

Consolidated

2018 - 2019 2017-2018 2018 - 2019 2017 - 2018
Revenue from Operations 144977.39 637930.84 150822.69 650199.56
Other Income 7813.29 3382.96 7997.11 3448.59
Profit / Loss before Depreciation, Finance Costs, Exceptional items and Tax Expense 4903.32 101678.15 5830.23 104112.29
Less: Depreciation/ Amortisation/ Impairment 870.98 694.02 873.54 694.65
Profit/Loss before Finance Costs, Exceptional items and Tax Expense 4032.34 100984.13 4956.69 103417.64
Less: Finance Costs 0.00 787.15 0.00 1030.54
Profit /Loss before Exceptional items and Tax Expense 4032.34 100196.98 4956.69 102387.10
Add/(Less): Exceptional Expense 177.40 0.00 177.40 0.00
Profit /Loss before Tax Expense 4209.74 100196.98 5134.09 102387.10
Less: Tax Expense (Current & Deferred) 2191.80 33934.88 2611.46 34341.46
Profit /Loss for the year (1) 2017.94 66262.10 2522.63 68045.64
Total Comprehensive Income/Loss (2) (58.46) (3094.46) (13.8) (3186.74)
Total (1+2) 1959.48 63167.64 2508.83 64858.90
Balance of profit /loss for earlier years 194693.38 146404.24 195170.60 145097.94
Less: Transfer to Reserves (6626.21) (5229.46) (6626.21) (5229.46)
Less: Dividend paid on Equity Shares (2647.01) (10588.03) (2647.01) (10588.03)
Less: Dividend Distribution Tax (544.10) (2155.47) (544.10) (2155.47)
Balance carried forward 186894.00 194693.38 187875.91 195170.60

PERFORMANCE

Standalone:

Your Companys total income during the year under review was Rs 152790.68 Lakhs as compared to Rs 641313.80 Lakhs in the previous year. The Profit after tax was Rs 2017.94 Lakhs as compared to Rs 66262.10 Lakhs in the previous year.

Consolidated:

Your Companys total income during the year under review was Rs 158819.80 Lakhs as compared to Rs 653648.15 Lakhs in the previous year. The Profit after tax was Rs 2522.63 Lakhs as compared to Rs 68045.64 Lakhs in the previous year.

2. STATE OF COMPANYS AFFAIRS

FY 2018 - 2019 has been the year of transformation whereby the Company have made significant efforts to upgrade its old format non-exclusive Kendra network into an Exclusive standardized advanced format called as NextGen Vakrangee Kendras. Thus, this year has witnessed upgradation of Vakrangee Kendra to enable a highly consistent brand experience across the Kendras and to become the worlds top-notch multi-service, assisted digital convenience store with standardised, unified and one-look branding for infrastructure. Besides offering the same portfolio of services, each Kendra will be equipped with an ATM machine, CCTVs, digital signages, and also pin-pad devices to enable all kinds of payment mechanisms across services.

During the year under review, we successfully launched 3,504 Next-Gen Vakrangee Kendras, spread across 19 states, 366 districts, and 2,186 postal codes. Out of our 3504 outlets, 68% outlets are in Tier V & VI cities. Our planned target is to have a last mile presence across all postal codes, covering each and every Gram Panchayat in the country.

As we move forward to expand our network of Next- Gen Kendras across India, we believe that our growing network will benefit immensely from a regimented degree of standardisation and consistency, in terms of the quality of our facilities, and in terms of the service levels we offer our customers. Our Planned target is to reach 25,000 Next-Gen Kendras by FY2019-20, 45,000 by FY2020-21,75,000 by FY2021-22 and 300,000 Next-Gen Kendras by FY2024-25. Our aim is to become Indias largest consumption platform.

Indeed, FY2019 was also a remarkable year in terms of our achievements on the ground. We were recognised on a global level by Guinness World Records™ for the most stores launched simultaneously at multiple locations across India, on 14th January 2019. We launched 1,107 Next-Gen Kendras across the country at precisely 11:07 AM on the same day. Vakrangee has also been awarded as the best Financial Services Retailer of The Year at the Indian Retail Awards 2019, for achieving excellent growth and customer satisfaction.

3. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs 0.25/- per equity share (previous year 0.25/- per equity share), subject to the approval by the shareholders at the forthcoming Annual General Meeting.

The total dividend payout will be of Rs 3192.92 Lakhs including Dividend Distribution tax of Rs 544.41 Lakhs.

The dividend payout is in accordance with companys Dividend Distribution Policy. The Dividend Distribution Policy as adopted by the Company is annexed herewith as "Annexure 1". The policy is also available on the web-site of the Company, www.vakrangee.in .

4. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on March 31,2019 was Rs 105,88,03,090 comprising of 105,88,03,090 equity shares of Rs 1/- each. On May 03, 2019 the Company have issued and allotted 47,750 equity shares at the rate of Rs 10/- per share and 5,54,800 equity shares at the rate of Rs 32.35/- per share aggregating to 6,02,550 equity shares having face value of Rs 1/- each to the employees of the Company upon conversion of stock options.

Pursuant to the above allotment, the paid-up Share Capital of the Company stood at Rs 105,94,05,640/- comprising of 105,94,05,640 equity shares of Rs 1/- each.

5. PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014.

6. SUBSIDIARIES

As on March 31,2019, the Company has three wholly owned subsidiaries viz, Vakrangee Finserve Limited, Vakrangee Logistics Private Limited and Vakrangee e-Solutions INC.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company, which forms part of this Annual Report. Further, a statement containing the salient features of the Financial Statements of Subsidiary Companies in prescribed Form AOC - 1 is annexed herewith as "Annexure 2". In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the company and its subsidiaries are available on the website of the Company. These documents will also be available for inspection during the business hours at the Registered Office of the Company. Any Member desirous of obtaining a copy of the said Financial

Statements may write to the Company. As on March 31,2019, the Company does not have any material subsidiary companies. However, the Company has adopted Policy on determining Material Subsidiaries which is available on the website of the Company at www.vakrangee.in .

Vakrangee e-Solutions INC

The Company holds 100% of Equity Share Capital of Vakrangee e-Solutions INC which was incorporated in the financial year 2009-10 in Philippines for exploring various e-Governance opportunities in Philippines.

The first contract under the initiative was "Land Titling Computerization Project", under which it completed scanning, digitization and encoding of more than 15 million title deeds for the Government of Philippines. The prestigious LTCP project was successfully executed, through deployment of world class technology and more than 8500 manpower resources to digitize land titles from 168 Districts of Philippines.

Vakrangee Logistics Private Limited

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

Vakrangee Finserve Limited

Vakrangee Finserve Limited is a 100% Subsidiary of the Vakrangee Limited, incorporated in September 2011 with a focus on working as Business Correspondent for various Banks under the Business Correspondent (BC) Model of Reserve Bank of India (2006) in the area of Financial Inclusion. The Company has already signed agreements with various PSU Banks and their Rural Regional banks for carrying out BC services for these banks in identified Rural, Semi-Urban and Urban areas. The services include bank activities such as opening of Bank Accounts, Deposits, Withdrawals and Remittances, etc. Besides, the Company would provide Business Facilitator Services to these Banks which involve mobilization of deposits and loans.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and Analysis Report, as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (SEBI LODR 2015), is forming part of this Annual Report.

8. DIRECTORS RESPONSIBILITY STATEMENT

Your Board of Directors hereby states that:

a) in the preparation of the annual accounts, for the financial year ended March 31,2019, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

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

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

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

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

9. CORPORATE GOVERNANCE

The Report on Corporate Governance as per the requirement of SEBI LODR 2015 forms part of this Annual Report.

The requisite certificate from M/s. S.K. Jain & Co., Practicing Company Secretary, confirming the compliance with the conditions of Corporate Governance has been included in the said Report.

A Certificate from the Managing Director & Group CEO and CFO of the Company in terms of SEBI LODR 2015, inter alia, confirming the correctness of the Financial

Statements and Cash Flow Statements, adequacy of the internal control for financial reporting, and reporting of matters to the Audit Committee, is also forming part of this Annual Report.

10. CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, required information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given as hereunder:

• Conservation of Energy

The Operations of the Company are not energy intensive. However, measures have been taken to reduce energy consumption by using efficient computers, IT Assets and other Equipments with latest technologies.

• Technology Absorption

Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company continues its focus on quality up-gradation of products and services development. It has helped maintain margins.

• Foreign Exchange Earnings and Outgo

Particulars 31st March, 2019 31st March, 2018
Foreign Exchange Earnings Nil 594.41 Lakhs
Foreign Exchange Outgo 40.47 25.93
Lakhs Lakhs

11. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as "Annexure 3".

In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review and in the Board Meeting held on January 25, 2019 Mr. Dinesh Nandwana has been re-designated and elevated from Managing Director and CEO to Executive Chairman of the Company. Further, the Board of Directors at its meeting held on January 25, 2019, appointed Mr. Anil Khanna as Managing Director and Group CEO of the Company for a period of 5 years with effect from January 25, 2019, which shall be subject to the approval of Members at the ensuing Annual General Meeting.

In terms of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company:

- Mr. Dinesh Nandwana, Executive Chairman

- Mr. Anil Khanna, Managing Director & Group CEO

- Dr. Nishikant Hayatnagarkar, Whole Time Director

- Mr. Subhash Singhania, Chief Financial Officer

- Mr. Mehul Raval, Company Secretary

None of the Independent Directors had any pecuniary relationship or transactions with the Company during Financial Year 2018-19. In the opinion of the Board, they fulfill the conditions of independence as specified in the Companies Act, 2013 and Listing Regulations and are independent of the management.

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

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 Mr. Dinesh Nandwana, Executive Chairman, retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting.

Further, the Board at its meeting held on August 13, 2019, after taking into account the report of their performance evaluation and the recommendation of the Nomination and Remuneration and Compensation Committee, re-appointed the following Independent Directors for a second term of five consecutive years:

Name of Independent Director Tenure of Second Term
1 Mr. Ramesh Joshi* Five years from September 25, 2019
2 Mr. Sunil Agarwal Five years from September 25, 2019
3 Mr. B.L. Meena Five years from September 25, 2019
4 Mr. Avinash Vyas Five years from November 14, 2019
5 Mrs. Sujata Chattopadhyay Five years from March 31,2020

* Consent of the members by way of Special Resolution is sought by the Company in compliance with regulation 17(1A) of SEBI Listing Regulations,

2015, for continuance of Mr. Ramesh Joshi as an independent director of the Company beyond September 25, 2019, on account of his attaining the age of 75 years.

The information as required to be disclosed under regulation 36 of SEBI LODR 2015 in case of reappointment is forming part of Notice.

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

13. DECLARATION OF INDEPENDENCE

All Independent Directors have given declarations affirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI LODR 2015 and there has been no change in the circumstances which may affect their status as Independent Directors during the year. Further, all the Independent Directors have complied with Code for Independent Directors prescribed in Schedule IV of the Companies Act,

2013 and Code of Conduct for Directors and senior management.

14. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS

The Board met at least once in each quarter and 6 meetings of the Board were held during the year and the maximum time gap between two Board meetings did not exceed the time limit prescribed in the Act and SEBI LODR 2015. The details have been provided in the Corporate Governance Report.

b. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR 2015, the Board has carried

out an Annual Performance Evaluation of its own performance, the Directors individually as well as the Evaluation of the working of its various Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated. The performance evaluation of the Chairman and NonIndependent Directors was carried out by the Independent Directors at their separate meeting held on October 30, 2018.

c. AUDIT COMMITTEE

The Board has well-qualified Audit Committee, the composition of which is in line with the requirements of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI LODR 2015. All the Members, including the Chairman of the Audit Committee are Independent. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are given in the Corporate Governance Report.

The Company Secretary of the Company acts as Secretary of the Committee.

d. NOMINATION & REMUNERATION AND COMPENSATION COMMITTEE

The Company has duly constituted Nomination & Remuneration and Compensation Committee as per the requirements prescribed under the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI LODR 2015.

The composition of the Committee was reconstituted on July 19, 2019 with the following members:

1. Mr. Ramesh Joshi - Chairman

2. Mr. Avinash Vyas - Member

3. Mr. Ranbir Datt - Member

The Board has framed a Nomination & Remuneration & Compensation Policy and

Policy on fixation of criteria for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel. The same has been annexed herewith as "Annexure 4".

The details viz, number of meetings, dates of meetings and attendance of Directors at such meeting are given in the Corporate Governance Report.

e. RISK MANAGEMENT

Pursuant to Regulation 21 of SEBI LODR 2015, the Company have constituted a Risk Management Committee to review and mitigate risk factors. The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk Management Policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Companys business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy.

The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plans, if necessary.

Risk Management Committee comprises of following members:

Name Designation
Mrs. Sujata Chattopadhyay Chairperson
Mr. Dinesh Nandwana Member
Mr. Anil Khanna Member
Dr. Nishikant Hayatnagarkar Member
Mr. Prabodh Bhusari Member

f. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section 135 read with Schedule VII of the Companies Act, 2013 the Company has adopted a CSR Policy outlining various CSR activities to be undertaken by the Company. The Company during 201819 undertook CSR activities by spending the earmarked amount in the fields of Social Awareness, Health Care and Education. The CSR Committee evaluates various proposals diligently and then selects few of them.

The Company has always adhered to the main thrust and spirit of the law to generate conducive environment for enabling corporates to conduct themselves in a socially responsible manner, while contributing towards human development goals of the country.

Further, the Companys business model itself is in the nature of providing services to the unserved & underserved rural, semi urban and urban markets.

The Companys 70% retail outlets are concentrated in tier V and tier VI cities. Companys technology intensive, retail distribution platform for last mile touchpoints deliver services across Banking, Financial Services, ATMs, Insurance, E-governance, E-Commerce and Logistics services on a real time basis across the under-served rural and urban India.

We take seriously our responsibility to Our Submission the call of those who aspire a better tomorrow - even as we constantly innovate to solve the challenges of tomorrow.

Companys Business model is franchisee based, who preferably is a localite. In addition, each franchisee employs minimum of 1-3 resources, creating employment opportunities and financial stability. The Companys business model thus creates a ripple effect in the larger society. It facilitates skill enhancement. We take ordinary individuals and train them with skill-sets that helps them yield remarkable results. There is basic certification needed for rendering banking and insurance services, thereby enhancing his skill- sets.

Therefore, the Companys business model is totally focused on financial and social inclusion of the society.

With respect to the unspent CSR amount for the financial year 2018-19, the Board of Directors would like to state that, the CSR Committee has put in its best efforts and considered/evaluated various proposals diligently and also selected few of them viz, Bharat Vikas Parishad Sewa Sanstha and My Home India.

The Board is fully confident that the overall CSR spends in these projects would fully meet the guidelines.

However the schedules of these projects is spread over 2 to 3 years which would also cover the unspent amount of previous years and will meet the future guidelines too.

The CSR Policy of the Company is available on the Companys website www.vakrangee.in .

The Board has constituted a CSR committee inter- alia to define and monitor budgets to carry out CSR activities, to decide CSR projects or activities to be undertaken and to oversee such projects.

CSR Committee comprises of following:

Name Designation
Mr. Dinesh Nandwana Executive Chairman
Mr. Ramesh Joshi Independent Director
Mr. Sunil Agarwal Independent Director

Further, the disclosures as required under Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 has been enclosed to this Report in "Annexure 5".

g. STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI LODR 2015, the company has constituted Stakeholders Relationship Committee. The details of Composition of the Committee is given in the Corporate Governance Report.

15. AUDITORS AND REPORTS

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

Statutory Auditor

M/s A.P Sanzgiri & Co., Chartered Accountants, Mumbai (Firm Regn. No.116293W) were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 28th September, 2018 for a period of 4 years i.e. from the conclusion of the said Annual General Meeting until the conclusion of Thirty Second Annual General Meeting. .The Company has received a certificate from M/s. A.P Sanzgiri & Co., confirming that they are not disqualified from continuing as Statutory Auditors of the Company.

The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor

M/s. S. K. Jain & Co., Practicing Company Secretary, was appointed to conduct Secretarial Audit of the Company for the financial year 2018 - 2019 as required under Section 204 of the Companies Act, 2013 and the rules thereunder. The Secretarial Audit Report for the financial year ended March 31,2019 is annexed herewith as "Annexure 6" to this Report.

Explanation with respect to the observations contained in Secretarial Audit Report:

Observation 1: With respect to the delayed submission of Annual Audited Financial Results within 60 days from the end of financial year, the Board of directors would like to state as under:

On April 27, 2018, PWC had resigned from their position as the Statutory Auditors of the Company with immediate effect. Pursuant to the provisions of the Companies Act, 2013, any casual vacancy in the office of an auditor shall be filled by the Board of Directors within 30 days and in case of resignation of auditors, such appointment shall also be approved by the members of the Company.

The Company at its Board Meeting held on May 5, 2018, recommended the appointment of M/s. A. P Sanzgiri & Co., Chartered Accountants, (Firm Registration No. 116293W) as Statutory Auditors of the Company for the financial year 2017 - 2018 until the conclusion of ensuing Annual General Meeting to fill in the casual vacancy caused due to resignation of M/s. Price Waterhouse & Co Chartered Accountants LLP

The Company also sought the approval of the members of the Company through Postal Ballot to consider the appointment of M/s. A. P Sanzgiri & Co., Chartered Accountants as Statutory Auditors of the Company.

The new auditors carried out the Annual Audit of the financial statements (standalone and consolidated) of the Company for the financial year 2017-18 and the Audited results were filed with Stock Exchanges on June 14, 2018.

Based on the above facts and circumstances, which were beyond the control of the Company, the Company was not in the position to submit the annual audited financial statements for the year ended March 31,2018 by May 30, 2018.

Also note that it was the first instance wherein the Company had failed to submit the results within the prescribed time limit.

Observation 2: With respect to the Inspection under Section 206(5) read with Section 207 of the Companies Act, 2013, Board of Directors would like to state as under:

The Ministry of Corporate Affairs (Office of the Regional Director, Western Region) vide its letter dated 25th September, 2018 ordered an Inspection of Books of Accounts under section 206(5) r.w. section 207 of the Companies Act, 2013 of Vakrangee Limited (hereinafter referred to as "Company") having its registered office at Vakrangee Corporate House, Plot No.93, Road No. 16, MIDC, Marol, Andheri - East, Mumbai - 400 093 and also asked for information.

The Company submitted its reply and based on the reply, the Ministry of Corporate Affairs, (Office of the Regional Director, Western Region) vide its letter dated 09th January, 2019 further communicated its preliminary findings report to the Company.

The Company submitted its reply on 24th January, 2019 on the above preliminary findings. The Ministry of Corporate Affairs vide its letter dated May 2, 2019, requested the company to furnish certain information which was replied by the Company.

Thereafter the Company made suo motto compounding application to Regional Director (Western Region) under section 441 of the Companies Act, 2013 for violation of section 129 of the Act. The matter was heard on 25th June, 2019 and Order was issued by Regional Director on 03rd July, 2019 wherein the matter was compounded.

Apart from the above, the Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provision of Section 177 (9) of the Companies Act, 2013, the Company is required to establish an effective Vigil Mechanism for Directors and Employees to report genuine concerns. In line with this, the Company has framed a Vigil Mechanism Policy through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct & Ethics without fear of reprisal. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle

Blower Policy is placed on the website of the Company at http://www.vakrangee.in/pdf/company-policies/ Whistle_Blower_and_Vigil_Mechanism.pdf

17. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy. During the year 2018 - 19, no complaints on sexual harassment were received.

We hereby state and confirm that, the Company has constituted an internal complaints committee to redress complaints received regarding sexual harassment under provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial year of the Company to which the Financial Statement relate and the date of this report.

There was no change in companys nature of business during the FY 2018 - 19.

19. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year, all contracts / arrangements / transactions entered by the Company were in Ordinary Course of the Business and on Arms Length basis. There were no material transactions with any related party as defined under Section 188 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. The members may refer Note. 42 to the Financial Statements which sets out Related Party disclosures pursuant to Ind AS. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board may be accessed on the Companys website http://www.vakrangee.in/ company_policies.php. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

20. BUSINESS RESPONSIBILTY REPORT

A separate section on Business Responsibility Report forms part of this Annual Report as required under Regulation 34(2X0 of SEBI LODR 2015.

21. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITIES PROVIDED BY THE COMPANY

Particulars of Loans, Guarantees and Investments covered under provisions of section 186 of the Act, if any, are given in the notes to the Financial Statements.

22. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal control systems, comprising of policies and procedures are designed to ensure sound management of your Companys operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. Based on the report of Internal Audit function, corrective actions are undertaken in the respective areas and thereby strengthen the controls.

The statutory auditors of the Company has audited the financial statements included in this annual report and has issued a report on our internal financial controls over financial reporting as defined in Section 143 of the Act.

23. EMPLOYEES STOCK OPTION SCHEME

The Company has in place two Employees Stock Option Scheme (ESOP Scheme) namely, ESOP scheme 2008 and ESOP scheme 2014. The Company has implemented both the schemes in accordance with the Securities and Exchange Board of India (Employee Stock

Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the SEBI Guidelines).

Both the ESOP Schemes of the Company are in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 ("the Regulations") and no material changes in both the scheme were carried out during the year under review.

The details required to be disclosed under SEBI Guidelines are available on Companys web-site www. vakrangee.in.

24. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended March 31,2019 made under the provisions of Section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed herewith as "Annexure 7".

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

During the year under review, no significant and material orders were passed by the Regulators,

Securities Exchange Board of India, Stock Exchanges, Tribunal or Courts which impact the going concern status and the Companys operations in future.

26. HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

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

The Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the Organisations growth and its sustainability in the long run.

27. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company hereby affirms that during the year under review Company has complied with all the applicable secretarial standards (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

28. REPORTING OF FRAUDS

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

29. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS

Your Company doesnt fall within the scope of Section 148(1) of the Companies Act, 2013 and hence does not require to maintain cost records as specified by the Central Government.

30. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

As required under section 124 of the Act, Unclaimed dividend amount aggregating to 2,84,076/- pertaining to financial year ended on March 31,2011 lying with the Company for a period of seven years was transferred during the financial year 2018-19, to Investor Education and Protection Fund (IEPF) established by the Central Government.

Further, as required under section 124 of the Act, 78,536 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority during the financial year 2018-19. Details of shares transferred have been uploaded on the website of IEPF as well as the Company.

The Company have appointed Mr. Mehul Raval, as the Nodal Officer to ensure compliance with the IEPF Rules.

CAUTIONARY STATEMENT

Statements in the Boards Report describing the Companys objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include global and domestic demand and supply, input costs, availability, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors take this opportunity to thank the employees, customers, vendors, investors of the Company and the communities in which the Company operates. The Board also wishes to place on record their appreciation for the hard work, dedication and commitment of the employees at all levels.

The Board looks forward to their continued support and understanding in the years to come.

On behalf of the Board of Directors
Dinesh Nandwana
Executive Chairman
(DIN: 00062532)
Place: Mumbai
Date: August 13, 2019