To the Members,
Vipul Organics Limited
Your directors are pleased to present herewith the 50th Annual Report of
your Company along with the Audited Standalone and Consolidated Financial Statements for
the financial year ended 31st March, 2022.
1. FINANCIAL HIGHLIGHTS
The financial highlights for the financial year under review compared to the previous
financial year are given here-in-below:
(Rs in Lakh)
|
Standalone |
Consolidated |
| Particulars |
Current Financial Year ended 31st March, 2022 |
Previous Financial Year ended 31st March, 2021 |
Current Financial Year ended 31st March, 2022 |
Previous Financial Year ended 31st March, 2021 |
| Revenue from Operations |
13,319.69 |
11,953.31 |
13,319.69 |
11,869.98 |
| Other Income |
196.29 |
21.70 |
196.29 |
22.76 |
| Total Revenue |
13,515.98 |
11975.01 |
13,515.98 |
11,892.73 |
| Less: Expenditure except Finance Cost & Depreciation & Tax |
11,853.73 |
10302.48 |
11,855.30 |
10218.70 |
| Profit before Finance Cost, Depreciation & Tax |
1,662.25 |
1,672.53 |
1,660.68 |
1,674.03 |
| Less: Finance Cost |
164.10 |
135.64 |
164.10 |
135.64 |
| Less: Depreciation and Amortization |
522.29 |
580.87 |
522.45 |
582.64 |
| Profit Before Tax |
975.86 |
956.02 |
974.13 |
955.76 |
| Less: Provision for Tax (including deferred tax) |
277.29 |
270.49 |
277.29 |
270.51 |
| Profit After Tax |
698.56 |
685.53 |
696.83 |
685.25 |
| Other Comprehensive Income/Loss (Net of Tax) |
(6.90) |
0.80 |
(6.90) |
0.80 |
| Total Comprehensive income attributable to: NonControlling Interest |
- |
- |
(0.76) |
(0.13) |
| Total Comprehensive income attributable to Owners of equity |
691.66 |
686.34 |
689.93 |
686.05 |
| Total Comprehensive Income (Net of Tax) |
691.66 |
686.34 |
690.69 |
686.18 |
2. COVID-19 PENDEMIC OUTBREAK AND ITS IMPACT
During the financial year under review, second wave of ongoing COVID-19 led lockdown in
the first two months of the financial year and after that situation gradually became
normal. The situation created by COVID-19 continues to hold some uncertainties for the
future; however, the Board and the Management will do their best to address the same, as
the situation evolves, in the interests of all stakeholders of the Company.
3. OPERATIONS
The performance of the Company showed a substantial improvement during the financial
year under review. The Company earned total revenue of 113,515.98 Lakh
(previous year 111975.01 Lakh) and Net Profit after Tax of 1698.56 Lakh (previous year
1685.53 Lakh) on Standalone basis.
The Company has earned consolidated revenue of 113,515.98 Lakh (previous year
111,892.75 Lakh) and consolidated Net Profit After Tax of 1696.83 Lakh (previous year
1685.25 Lakh), during the financial year under review.
4. CHANGE IN THE NATURE OF THE BUSINESS OF THE COMPANY
There was no change in the nature of the business of the Company during the financial
year under review.
5. DIVIDEND AND RESERVES
Your directors have pleasure in recommending payment of dividend 10.90 (Ninety Paise
only) being 9% per share on Equity Shares of 110/- for the financial year ended 31st
March, 2022. This will absorb total cash outflow of 11,15,30,687.50. The dividend, if
approved, will be paid to those members whose names shall appear on the Register of
Members / List of Beneficiaries as on Wednesday, 7th September, 2022.
During the financial year under review, the Company has not transferred any amount to
the General Reserve.
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF THE REPORT:
There were no material changes and commitments affecting the financial position of the
Company between the end of the financial year to which the financial statements relate and
upto the date of this report.
7. SHARE CAPITAL
During the financial year under review, the Authorized Share Capital of the Company was
increased from
110.50.00. 000/- (Rupees Ten Crore Fifty Lakh only) to
113.50.00. 000/- (Rupees Thirteen Crore Fifty Lakh only) divided into 1,35,00,000 (One
Crore Thirty Five Lakh) Equity Shares of 110/- each.
During the financial year under review, the Company issued and allotted total 7,00,000
Equity Shares of 110/- each at an issue price of 1111/- each (including premium of 1101/-
per share) upon conversion of 7,00,000 convertible warrants issued on preferential basis
to the Promoter and Promoter group.
As on 31st March, 2022, the issued, subscribed and paid-up Equity Share
Capital of the Company stood at 110,24,95,000/- comprising of 1,02,49,500 Equity Shares of
110/- each.
8. BONUS ISSUE
To celebrate the Companys momentous occasion of completion of 50 glorious years of its
existence and to reward its members for their continued support and encouragement, the
Company issued and allotted 25,62,375 Bonus Equity Shares to its existing equity
shareholders in the ratio 1:4 i.e. 1 (One) new fully paid- up Equity Share of 110/-
(Rupees Ten only) each for every 4 (Four) fully paid-up Equity Shares of 110/- (Rupees Ten
only) each on 11th April, 2022.
After such allotment, the issued, subscribed and paid-up Equity Share Capital of the
Company is 112,81,18,750/- comprising of 1,28,11,875 Equity Shares of 110/- each
9. "VIPUL ORGANICS LIMITED - EMPLOYEE STOCK OPTION SCHEME 2022 ("VOL - ESOS
2022")"
As a part of the 50 years celebrations and to reward its employees for their continued
hard work, dedication and support which has led the Company on the growth path, the
Company has established "VIPUL ORGANICS LIMITED - EMPLOYEE STOCK OPTION SCHEME 2022
("VOL - ESOS 2022")" w.e.f. 1st April, 2022. Under the VOL -
ESOS 2022, total 2,00,000 Equity Shares of 110/- each are reserved for issue and allotment
to the employees upon exercise of even number of options to be granted to the eligible
employees of the Company from time to time.
Since during the financial year under review, no ESOP / ESOS scheme was implemented or
was in force, disclosure as required under Regulation 14 of the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 is not required to be given.
10. INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")
Pursuant to the provisions of Section 125 of the Companies Act, 2013 (the Act), read
with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the
Rules), all unpaid or unclaimed dividends are required to be transferred by the Company
to the IEPF Authority established by the Government of India after the completion of seven
years. Further, according to the said IEPF Rules, the shares on which dividend remains
unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be
transferred to the demat account of the IEPF Authority. Accordingly, during the financial
year under review, the Company has transferred 5,701 Equity Shares to the demat account of
the IEPF Authority as required under the IEPF Rules for the dividend remained unclaimed /
unpaid upto the financial years 2013-14.
In terms of the provisions of Section125 of the Act and the said IEPF Rules, during the
financial year under review, an amount of 1202,314/- being remained unpaid / unclaimed
dividend for the financial year 2013-14 was transferred to the IEPF Authority.
Further, the unpaid and unclaimed dividend amount lying with the Company for the
financial year 2014-15 is due to transfer to the IEPF in the month of November, 2022. The
details of the same are available on the Companys website viz.www.vipulorganics.com.
Mrs. Krina Sanghvi, Company Secretary and Compliance Officer of the Company acted as
the Nodal Officer to ensure compliance with the IEPF Rules. She resigned from her post
w.e.f. 30th July, 2022 and the Company is in process of appointing another
Nodal Officer.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")
As on 31st March, 2022, the Board comprised of six directors including one
Women Independent Director. The Board has an appropriate mix of Executive, NonExecutive
and Independent Directors, which is in compliance with the requirements of the Act and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing
Regulations) and is also aligned with the best practices of Corporate Governance.
I. Retirement by rotation
In accordance with the provisions of Section 152 of the Act read with Companies
(Management & Administration) Rules, 2014 and the Articles of Association of the
Company, Dr. Shiv Nath Sahai (DIN: 00332652), Director of the Company retires by rotation
at the ensuing Annual General Meeting of the Company and being eligible, has offered
himself for re-appointment and your Board recommends his re-appointment.
II. Appointment and re-appointment
Mr. Mihir V. Shah (DIN 05126125), who retried by rotation at previous 49th
Annual General Meeting held on 16th September, 2021, was reappointed as
director of the Company in terms of provisions of Section 152(6) of the Act.
Pursuant to the provisions of Section 203 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 6 of the
Listing Regulations, the Board of Directors of the Company appointed Mrs. Krina Sanghvi as
Company Secretary and Compliance Officer of the Company w.e.f. 17th December,
2021.
The current tenure of Mr. Vipul P. Shah as Managing Director of the Company expired on
14th June, 2022. Considering his knowledge, experience and contribution made in
the growth of the Company and as recommended by the Nomination and Remuneration Committee
and approved by the Audit Committee, the Board of Directors of the Company re-appointed
Mr. Vipul P. Shah as Managing Director of the Company for a further period of 5 (five)
consecutive years w.e.f. 15th June, 2022 to 14th June, 2027, subject
to approval of the members in the ensuing 50th Annual General Meeting of the
Company.
Brief resume of the directors proposed to be appointed / re-appointed / whose
remuneration to be approved as stipulated under Regulation 36(3) of the Listing
Regulations and Secretarial Standards - 2 (SS-2) issued by the Institute of Company
Secretaries of India ("ICSI"), are provided in Notice of 50th Annual
General Meeting of the Company.
III. Cessation
Ms. Kinjal Shah, Company Secretary and Compliance Officer of the Company resigned from
the services of the Company w.e.f. closing working hours of 4th December, 2021.
The Board places on record its sincere appreciation for her hard work during her stint in
the Company.
Mrs. Krina Sanghvi, Company Secretary and Compliance Officer of the Company resigned
from the services of the Company w.e.f. closing working hours of 30th July,
2022. The Board places on record its sincere appreciation for her hard work during her
stint in the Company.
IV. Declaration from Independent Directors
The Company has received declaration from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under Section
149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and pursuant to
Regulation 25 of the Listing Regulations that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent judgment and without any
external influence.
The Independent Directors have also confirmed that they have complied with Schedule IV
of the Act and the Companys Code of Conduct.
Further, the Independent Directors have also submitted their declaration in compliance
with the provision of Rule 6(3) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, which mandates the inclusion of Independent Directors name in the
data bank of Indian Institute of Corporate Affairs (" 11C A") till they continue
to hold the office of an independent director.
None of the directors of your Company are disqualified under the provisions of Section
164(2) of the Act. Your directors have made necessary disclosures, as required under
various provisions of the Act and the Listing Regulations.
In the opinion of the Board, all the independent directors are persons of integrity and
possess relevant expertise and experience and are independent of the management.
V. Annual performance evaluation by the Board
The Board has devised a policy pursuant to the provisions of the Act and the Listing
Regulations for performance evaluation of the Chairman, Board, individual directors
(including independent directors) and committees which includes criteria for performance
evaluation of non-executive directors and executive directors.
The Nomination and Remuneration Committee of the Company has specified the manner of
effective evaluation of the performance of Board, its committees and individual directors
of the Company and has authorized the Board to carry out their evaluation. Based on the
manner specified by the Nomination and Remuneration Committee, the Board has devised
questionnaire to evaluate the performances of each of executive and nonexecutive and
Independent Directors. Such questions are prepared considering the business of the Company
and the expectations that the Board has from each of the directors.
The evaluation framework for assessing the performance of directors comprises of the
following key areas:
i. Attendance at Board and Committee meetings;
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding future growth of the Company and its
performance; and
iv. Providing perspectives and feedback going beyond information provided by the
management.
The details of the programs for familiarization of Independent Directors with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in
which the Company operates, business model of the Company and related matters are put up
on the website of the Company viz. www.vipulorganics.com.
During the financial year under review, a separate meeting of the Independent Directors
of the Company was held on 29th January, 2022 for evaluation of performance of
non-independent Directors and the Board as a whole.
VI. Key Managerial Personnel ("KMP"):
During the financial year under review, the following persons acted as directors and
Key Managerial Personnel of the Company in compliance with the provisions of Section 203
of the Companies Act, 2013:
| Sr. No. |
Name of the KMP |
Designation |
| 1. |
Mr. Vipul P. Shah |
Managing Director |
| 2. |
Mr. Mihir V. Shah |
Whole Time Director & Chief Financial Officer |
| 3. |
Ms. Kinjal Shah |
Company Secretary and Compliance Officer (upto 4th December, 2021) |
| 4. |
Mrs. Krina Sanghvi |
Company Secretary and Compliance Officer (w.e.f. 17th December, 2021 to 30th
July, 2022) |
12. MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss and decide on Companys business,
policies and strategies. A tentative annual calendar of the Board and Committee Meetings
is informed to the directors in advance to facilitate them to plan their schedule and to
ensure meaningful participation in the meetings. However, in case of a special and urgent
business need, the Boards approval is also taken by passing resolutions through
circulation, as permitted by law, which is noted in the subsequent Board meeting.
The notice of Board meetings is given well in advance to all the directors of the
Company. Meetings of the Board are held in Mumbai, Maharashtra. The agenda of the Board /
Committee meetings are circulated 7 days prior to the date of the meeting. The agenda for
the Board and Committee meetings include detailed notes on the items to be discussed at
the meeting to enable the directors to take informed decisions.
The Board met 8 (eight) times during the financial year under review as per details
given in the Report on Corporate Governance which forms part of this report. The
intervening gap between the two consecutive meetings was within the period prescribed
under the Act and the Listing Regulations.
13. COMMITTEES OF THE BOARD:
In accordance with the provisions of the Act and Listing Regulations, the Company has
constituted three committees of the Board, namely:
1. Audit Committee;
2. Stakeholders Relationship Committee; and
3. Nomination and Remuneration Committee.
Details of all the Committees along with their terms of reference, composition,
changes, if any and meetings held during the financial year under review are provided in
the Corporate Governance Report, forming part of this report.
14. AUDIT COMMITTEE AND ITS COMPOSITION
As on 31st March, 2022, the Audit Committee comprised of Mr. Prasannakumar
B. Gawde, Mr. Jagdeep Y. Mehta, Independent Directors and Mr. Vipul P. Shah, Managing
Director of the Company.
Mr. Prasannakumar B. Gawde is the Chairman of the Audit Committee of the Company. The
Company Secretary and Compliance Officer of the Company acts as Secretary of the Audit
Committee. All the recommendations made by the Audit Committee were accepted by the Board
of Directors of the Company. Other details with respect to the Audit Committee are given
in Report of Corporate Governance, forming part of this report.
The Audit Committee of the Company reviews the reports to be submitted with the Board
of Directors with respect to auditing and accounting matters. It also supervises the
Companys internal control and financial reporting process and vigil mechanism.
15. REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Act and Regulation 19 of the Listing
Regulations and on the recommendation of the Nomination & Remuneration Committee, the
Board of Directors of the Company has adopted a policy for selection and appointment of
Directors, Key Managerial Personnel ("KMP"), Senior Management Personnel (SMP)
and their remuneration including criteria for determining qualifications, positive
attributes, independence of a director and other related matters.
The Remuneration Policy has been placed on the website of the Company viz.
www.vipulorganics.com.
16. DIRECTORS RESPONSIBILITY STATEMENT
Your directors, to the best of their knowledge and belief and according to the
information and explanations obtained by them and as required under Section 134(3) (c)
read with Section 134(5) of the Act state that:
a. in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanations relating to material departures, if any;
b. the directors had 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 31st
March, 2022 and of the profit of the Company for that period;
c. the directors had 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. the directors had prepared the annual accounts on a going concern basis;
e. the directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f. the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
17. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place proper and adequate internal control systems commensurate with
the nature of its business, size and complexity of its operations. Internal control
systems comprising of policies and procedures are designed to ensure reliability of
financial reporting, compliance with policies, procedures, applicable laws and regulations
and that all assets and resources are acquired economically, used efficiently and
adequately protected.
18. DEPOSITS
During the financial year under review, the Company has not accepted or renewed any
deposits within the meaning of Sections 73 and 76 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014.
19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
The details of loans, guarantee or investments made by the Company falling under
Section 186 of the Act are given under Notes to Accounts of Financial Statements.
20. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instances of
fraud and mismanagement, if any. The mechanism also provides for adequate safeguards
against victimization of directors and employees who avail the mechanism and also provides
for direct access to the Chairman of the Audit Committee in the exceptional cases. The
said policy has been elaborated in the Report of Corporate Governance and can be accessed
on the Companys website viz. www.vipulorganics.com. We affirm that during the financial
year under review, no employee or director was denied access to the Chairman of Audit
Committee.
21. RISKS AND AREAS OF CONCERN
The Company has laid down a well-defined Risk Management Policy covering the risk
mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A
detailed exercise is carried out to identify, evaluate, manage and monitor both business
and non-business risks. The Board periodically reviews the risks and suggests the steps to
be taken to control and mitigate the same through a properly defined framework.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN
SECTION 188(1) OF THE COMPANIES ACT, 2013
All the transactions with related parties entered into during the financial year were
in ordinary course of business and on arms length basis. No material related party
transactions were entered into during the financial year under review by the Company.
Accordingly, the disclosure on Related Party Transactions, as required under Section
134(3) of the Act in Form AOC-2 is not applicable.
In accordance with the provisions of Regulation 23 of the Listing Regulations, the
Company has adopted the policy on related party transactions and the same is available on
the Companys website viz. www.vipulorganics.com.
23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There was no significant or material order passed by any Regulator or Court or
Tribunal, which impacts the going concern status of the Company or will have bearing on
Companys operations in the future.
24. ANNUAL RETURN
As required under Section 92(3) read with the Section 134(3)(a) of the Act and the
Companies (Management and Administration) Rules, 2014, the copy of Annual Return as on 31st
March, 2022 will be placed on the website of the Company and can be accessed at
https://www.vipulorganics.com/annual_returns.htm.
25. STATUTORY AUDITORS
As per provisions of the Section 139(1) of the Act read with the Companies (Audit and
Auditors) Rules, 2014, the Members of the Company, in their 45th Annual General
Meeting held on 29th September, 2017 appointed M/s. R. A. Kuvadia & Co.,
Chartered Accountants, Mumbai (having FRN: 105487W), as Statutory Auditors of the Company
for a term of 5 consecutive years and hold office as such upto the conclusion of ensuing
50th Annual General Meeting of the Company.
The Board of Directors of the Company, on recommendation of the Audit Committee,
recommends the appointment of M/s. J. A. Rajani & Co., Chartered Accountants, Mumbai
(having FRN: 108331W), as Statutory Auditors of the Company to hold office for a period of
5 (five) consecutive years from the conclusion of the ensuing 50th Annual
General Meeting of the Company till the conclusion of the 55th Annual General
Meeting of the Company to be held for the financial year ending 31st March,
2027. The Company has received a letter from them to the effect that they are willing to
get appointed as Statutory Auditors and if appointed, their appointment would be within
the limits prescribed and confirmation to the effect that they are not disqualified from
being appointed as the Statutory Auditors of the Company in terms of the provisions of
Sections 139 and 141 of the Act read with the Companies (Audit and Auditors) Rules, 2014.
The Board of Directors places on record its appreciation for the services rendered by
M/s. R. A. Kuvadia & Co., Chartered Accountants, Mumbai as the Statutory Auditors of
the Company.
26. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204(1) of the Act read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the Listing Regulations, the Company appointed M/s. M Baldeva
Associates, Company Secretaries, Thane to undertake Secretarial Audit of the Company for
the financial year under review.
The Secretarial Audit Report is appended as Annexure-I and forms a part of this report.
27. INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts)
Rules, 2014, the Board, on recommendation of the Audit Committee, appointed M/s Mukund
Rohit & Co., Chartered Accountants, Mumbai, as Internal Auditors of the Company. The
Internal Auditors monitor and evaluate the effectiveness and adequacy of internal control
systems in the Company, its compliances with the operating systems, accounting procedure
and polices at all locations of the Company and report to the Audit Committee on the
quarterly basis.
28. COST AUDITORS AND COST RECORDS
The Company is required to maintain cost records for certain products as specified by
the Central Government under sub-section (1) of Section 148 of the Act and accordingly
such accounts and records are made and maintained in the prescribed manner. However,
during the financial year under review, the Company was not required to carry out audit of
its cost records.
29. REMARKS ON QUALIFICATION BY STATUTORY AUDITORS AND SECRETARIAL AUDITORS
The Statutory Auditors have not made any qualification, observation or adverse remark
in their Reports on the Standalone and Consolidated Financial Statements.
With respect to observations made by the Secretarial Auditors in their Secretarial
Compliance Report and Secretarial Audit Report, we would like to state as follows:
| Sr. No. |
Observations |
Explanation of Board of Directors |
| 1. |
Delay in filing of some e-forms with Registrar of Companies, Mumbai, Maharashtra. |
Delay in filing of some e-forms with Registrar of Companies was due to oversight. |
| 2. |
As required under Section 203 of the Act and Regulation 6 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company had no Company
Secretary & Compliance Officer during the period from 5th December, 2021 to
16th December, 2021. |
Due to resignation of Ms. Kinjal Shah, Company Secretary & Compliance Officer and
Nodal Officer, from the services of the Company w.e.f. closing of business hours of 4th
December, 2021, the vacancy occurred. The Company appointed Mrs. Krina Sanghavi as Company
Secretary & Compliance Officer and Nodal Officer of the Company w.e.f. 17th
December, 2021 and complied with the said provisions. |
| 3. |
as required under Rule 7(2A) of the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, the Company had no Nodal Officer
during the period from 5th December, 2021 to 16th December, 2021. |
Delay in intimation of resignation of Ms. Kinjal Shah, Company Secretary &
Compliance Officer to the BSE Limited was inadvertent, however the Company complied with
the provisions of Regulation 30 of the Listing Regulations subsequently. |
| 4. |
As required under Regulation 30 of the Listing Regulations, the intimation of
resignation of Ms. Kinjal Shah, Company Secretary & Compliance Officer was not given
to the BSE Ltd. within the stipulated time period i.e. within 24 hours of the event date. |
|
Further, none of the Auditors of the Company have reported any fraud on or by the
Company as specified under the second proviso of Section 143(12) of the Act.
30. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy on prevention, prohibition and redressal of sexual harassment issues in line with
the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules made thereunder.
Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy.
There was no complaint on sexual harassment pending at the beginning of the financial
year, received during the financial year or pending at the end of the financial year under
review.
31. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and your directors confirm compliance of the same during the financial year under review.
32. SUBSIDIARY COMPANY, JOINT VENTURES AND ASSOCIATE COMPANIES:
Shree Ambika Naturals Private Limited is subsidiary of the Company. The Company had no
Joint Venture or Associate Company during the financial year under review.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient
features of the financial statements
of Shree Ambika Naturals Private Limited, in Form AOC-1, is annexed as Annexure II and
forms part of this report.
33. CONSOLIDATED AUDITED FINANCIAL STATEMENTS
Pursuant to the provisions of Sections 129 and 133 of the Act read with the Companies
(Accounts) Rules, 2014 and as required under Regulation 34 of the Listing Regulations, the
Company has prepared Consolidated Audited Financial Statements consolidating financial
statements of its subsidiary company namely "Shree Ambika Naturals Private
Limited" with its financial statements in accordance with the applicable provisions
of Indian Accounting Standards ("Ind-AS").
The Consolidated Financial Statements along with the Independent Auditors Report
thereon is annexed and form part of this report.
The summarized consolidated financial position is provided above in point no. 1 of this
report.
34. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORTS
Pursuant to the provisions of Regulation 34(3) and Schedule V of the Listing
Regulations, the following have been made part of and attached to this Annual Report:
a. Management Discussion and Analysis Report;
b. Report on Corporate Governance;
c. Declaration on compliance with Code of Conduct;
d. Auditors Certificate regarding compliance with conditions of Corporate Governance;
and
e. Certificate from Practicing Company Secretary that none of the directors on the
Board of the Company
has been debarred or disqualified from being appointed or continuing as directors of
companies.
35. MANAGERIAL REMMUNERATION AND OTHER DETAILS
Disclosure pertaining 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 provided in this Report as Annexure -III and forms
part of this report.
The statement containing particulars of employees as required under Section 197(12) of
the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this
report. Further in terms of Section 136 of the Act, the report and accounts are being sent
to the members excluding the aforesaid annexure. The said annexure is available for
inspection at the Registered Office of the Company during the working hours and any member
interested in obtaining copy of the same may write to the Company Secretary and Compliance
Officer of the Company and the same will be furnished on request.
36. CORPORATE SOCIAL RESPONSIBILITY:
The details of the initiatives taken by the Company pursuant to the provisions of
Section 135 of the Act and Rule 8 of the Companies (Corporate Social Responsibility)
Rules, 2014, regarding Corporate Social Responsibility are given in Annexure-IV, which
forms part of this report.
37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014, details regarding Conservation of energy, technology
absorption, foreign exchange earnings and outgo are given in Annexure-V, which forms part
of this report.
38. LISTING:
The equity shares of the Company continue to be listed on the BSE Limited.
39. CREDIT RATINGS:
India Ratings and Research Private Limited has reaffirmed the following credit ratings
for Companys long term and short-term instruments:
| Sr. No. |
Name of the Credit Rating Agency |
Facilities |
Ratings |
| 1. |
Acuite |
Total Facilities |
130.00 cr. |
|
Ratings & |
Rated |
|
|
Research |
Long Term |
ACUITE BBB-/ |
|
|
Rating |
Outlook: Stable (Assigned) |
|
|
Short Term |
ACUITE A3 |
|
|
Rating |
(Assigned) |
40. DETAILS OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
During the financial year under review, no application was made or proceeding initiated
against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding
was pending at the end of the financial year under review.
41. VALUATION OF ASSETS
During the financial year under review, there was no instance of one-time settlement of
loans / financial assistance taken from Banks or Financial Institutions, hence the Company
was not required to carry out valuation of its assets for the said purpose.
42. ACKNOWLEDGEMENT
Your directors wish to place on record their deep sense of appreciation for the
valuable services and the contribution made by the Companys employees at all levels for
their continual growth and prosperity of the Company. The industrial relations continued
to be cordial during the financial year under review.
The directors also wish to place on record its appreciation for the continued
co-operation and assistance received by the Company from its Customers, Vendors,
Shareholders, Financial Institutions, Bankers, Business Associates & Government
Authorities during the financial year under review.
|
For and on behalf of the Board of Directors of Vipul Organics Limited |
|
Vipul P. Shah |
Mihir V. Shah |
| Place: Mumbai |
Managing Director |
Whole Time Director & CFO |
| Date: 11th August, 2022 |
DIN: 00181636 |
DIN: 05126125 |
+91-9892691696
