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Vakrangee Ltd.

BSE: 511431 Sector: IT
NSE: VAKRANGEE ISIN Code: INE051B01021
BSE 00:00 | 24 Apr 2020 Vakrangee Ltd
NSE 05:30 | 01 Jan 1970 Vakrangee Ltd

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OPEN 24.10
PREVIOUS CLOSE 25.05
VOLUME 320876
52-Week high 66.00
52-Week low 17.10
P/E 65.39
Mkt Cap.(Rs cr) 2,633
Buy Price 24.85
Buy Qty 2129.00
Sell Price 25.15
Sell Qty 19.00
OPEN 24.10
CLOSE 25.05
VOLUME 320876
52-Week high 66.00
52-Week low 17.10
P/E 65.39
Mkt Cap.(Rs cr) 2,633
Buy Price 24.85
Buy Qty 2129.00
Sell Price 25.15
Sell Qty 19.00

Vakrangee Ltd. (VAKRANGEE) - Director Report


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Company director report

Dear Shareholders

Your Directors are pleased to present the 29th Annual Report on the affairsof the Company together with the Audited Statement of Accounts for the year ended March312019.

1. PERFORMANCE OF THE COMPANY

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

Consolidated:

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

2. STATE OF COMPANY'S AFFAIRS

FY 2018 - 2019 has been the year of transformation whereby the Company have madesignificant efforts to upgrade it's old format non-exclusive Kendra network into anExclusive standardized advanced format called as NextGen Vakrangee Kendras. Thus thisyear has witnessed upgradation of Vakrangee Kendra to enable a highly consistent brandexperience across the Kendras and to become the world's top-notch multi-service assisteddigital convenience store with standardised unified and one-look branding forinfrastructure. Besides offering the same portfolio of services each Kendra will beequipped with an ATM machine CCTVs digital signages and also pin-pad devices to enableall kinds of payment mechanisms across services.

During the year under review we successfully launched 3504 Next-Gen VakrangeeKendras spread across 19 states 366 districts and 2186 postal codes. Out of our 3504outlets 68% outlets are in Tier V & VI cities. Our planned target is to have a lastmile presence across all postal codes covering each and every Gram Panchayat in thecountry.

As we move forward to expand our network of Next- Gen Kendras across India we believethat our growing network will benefit immensely from a regimented degree ofstandardisation and consistency in terms of the quality of our facilities and in termsof the service levels we offer our customers. Our Planned target is to reach 25000Next-Gen Kendras by FY2019-20 45000 by FY2020-2175000 by FY2021-22 and 300000Next-Gen Kendras by FY2024-25. Our aim is to become India's 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 storeslaunched simultaneously at multiple locations across India on 14th January 2019. Welaunched 1107 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' atthe 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 atthe forthcoming Annual General Meeting.

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

The dividend payout is in accordance with company's Dividend Distribution Policy. TheDividend Distribution Policy as adopted by the Company is annexed herewith as"Annexure 1". The policy is also available on the web-site of the Companywww.vakrangee.in .

4. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on March 312019 was Rs1058803090 comprising of 1058803090 equity shares of Rs 1/- each. On May 03 2019the Company have issued and allotted 47750 equity shares at the rate of Rs 10/- per shareand 554800 equity shares at the rate of Rs 32.35/- per share aggregating to 602550equity shares having face value of Rs 1/- each to the employees of the Company uponconversion of stock options.

Pursuant to the above allotment the paid-up Share Capital of the Company stood at Rs1059405640/- comprising of 1059405640 equity shares of Rs 1/- each.

5. PUBLIC DEPOSITS

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

6. SUBSIDIARIES

As on March 312019 the Company has three wholly owned subsidiaries viz VakrangeeFinserve Limited Vakrangee Logistics Private Limited and Vakrangee e-Solutions INC.

In accordance with Section 129(3) of the Companies Act 2013 the Company has preparedconsolidated financial statements of the Company which forms part of this Annual Report.Further a statement containing the salient features of the Financial Statements ofSubsidiary Companies in prescribed Form AOC - 1 is annexed herewith as "Annexure2". In accordance with Section 136 of the Companies Act 2013 the Audited FinancialStatements including the Consolidated Financial Statements and related information of thecompany and its subsidiaries are available on the website of the Company. These documentswill also be available for inspection during the business hours at the Registered Officeof the Company. Any Member desirous of obtaining a copy of the said Financial

Statements may write to the Company. As on March 312019 the Company does not have anymaterial subsidiary companies. However the Company has adopted Policy on determiningMaterial 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 wasincorporated in the financial year 2009-10 in Philippines for exploring variouse-Governance opportunities in Philippines.

The first contract under the initiative was "Land Titling ComputerizationProject" under which it completed scanning digitization and encoding of more than15 million title deeds for the Government of Philippines. The prestigious LTCP project wassuccessfully executed through deployment of world class technology and more than 8500manpower 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 ownedsubsidiary of Vakrangee Limited. Vakrangee Logistics is building for its alliancepartners an unparalleled last-mile delivery capabilities and thus expanding their reachto unserviceable pincodes where the logistics challenges are the maximum for traditionallogistics companies. Vakrangee Logistics leverages the physical presence of VakrangeeKendras to offer the last-mile delivery services. The key services offered by VakrangeeLogistics include forward delivery reverse pick-ups and courier booking. VakrangeeLogistics 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 incorporatedin September 2011 with a focus on working as Business Correspondent for various Banksunder the Business Correspondent (BC) Model of Reserve Bank of India (2006) in the area ofFinancial Inclusion. The Company has already signed agreements with various PSU Banks andtheir Rural Regional banks for carrying out BC services for these banks in identifiedRural Semi-Urban and Urban areas. The services include bank activities such as opening ofBank Accounts Deposits Withdrawals and Remittances etc. Besides the Company wouldprovide Business Facilitator Services to these Banks which involve mobilization ofdeposits and loans.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and Analysis Report as required under the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (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 March312019 the applicable accounting standards have been followed and that no materialdepartures have been made from the same;

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

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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

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

f) they have devised proper systems to ensure compliance with the provisions of allapplicable 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 partof this Annual Report.

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

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

Statements and Cash Flow Statements adequacy of the internal control for financialreporting and reporting of matters to the Audit Committee is also forming part of thisAnnual 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 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 required information relating tothe Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgois given as hereunder:

• Conservation of Energy

The Operations of the Company are not energy intensive. However measures have beentaken to reduce energy consumption by using efficient computers IT Assets and otherEquipments with latest technologies.

• Technology Absorption

Since business and technologies are changing constantly investment in research anddevelopment activities is of paramount importance. Your Company continues its focus onquality 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 Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial 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 theMembers excluding the information on employees' particulars which is available forinspection by the Members at the Registered Office of the Company during the businesshours on working days of the Company. Any member interested in obtaining such particularsmay 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 toExecutive Chairman of the Company. Further the Board of Directors at its meeting held onJanuary 25 2019 appointed Mr. Anil Khanna as Managing Director and Group CEO of theCompany for a period of 5 years with effect from January 25 2019 which shall be subjectto the approval of Members at the ensuing Annual General Meeting.

In terms of Section 203 of the Companies Act 2013 the following are the KeyManagerial 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 withthe Company during Financial Year 2018-19. In the opinion of the Board they fulfill theconditions of independence as specified in the Companies Act 2013 and Listing Regulationsand are independent of the management.

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

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

Further the Board at its meeting held on August 13 2019 after taking into accountthe report of their performance evaluation and the recommendation of the Nomination andRemuneration and Compensation Committee re-appointed the following Independent Directorsfor 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 312020

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

2015 for continuance of Mr. Ramesh Joshi as an independent director of the Companybeyond 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 incase of reappointment is forming part of Notice.

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

13. DECLARATION OF INDEPENDENCE

All Independent Directors have given declarations affirming that they meet the criteriaof independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16(1)(b) of the SEBI LODR 2015 and there has been no change in thecircumstances which may affect their status as Independent Directors during the year.Further all the Independent Directors have complied with Code for Independent Directorsprescribed 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 heldduring the year and the maximum time gap between two Board meetings did not exceed thetime limit prescribed in the Act and SEBI LODR 2015. The details have been provided in theCorporate Governance Report.

b. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI LODR 2015 the Board hascarried

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

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board excluding the Directors being evaluated. Theperformance evaluation of the Chairman and NonIndependent Directors was carried out by theIndependent 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 withthe requirements of Section 177 of the Companies Act 2013 read with Regulation 18 of SEBILODR 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 ofDirectors 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 CompensationCommittee as per the requirements prescribed under the provisions of Section 178 of theCompanies Act 2013 and Regulation 19 of SEBI LODR 2015.

The composition of the Committee was reconstituted on July 19 2019 with the followingmembers:

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 KeyManagerial Personnel and Senior Management Personnel. The same has been annexed herewithas "Annexure 4".

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

e. RISK MANAGEMENT

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

The common risks inter alia are: Regulations Credit Risk Foreign Exchange andInterest Risk Competition Business Risk Technology Obsolescence Investments Retentionof Talent and Expansion of Facilities etc. The Board reviews the risk trend exposure andpotential 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 theCompanies Act 2013 the Company has adopted a CSR Policy outlining various CSR activitiesto be undertaken by the Company. The Company during 201819 undertook CSR activities byspending the earmarked amount in the fields of Social Awareness Health Care andEducation. The CSR Committee evaluates various proposals diligently and then selects fewof them.

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

Further the Company's business model itself is in the nature of providing services tothe unserved & underserved rural semi urban and urban markets.

The Company's 70% retail outlets are concentrated in tier V and tier VI cities.Company's technology intensive retail distribution platform for last mile touchpointsdeliver services across Banking Financial Services ATMs Insurance E-governanceE-Commerce and Logistics services on a real time basis across the under-served rural andurban India.

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

Company's Business model is franchisee based who preferably is a localite. Inaddition each franchisee employs minimum of 1-3 resources creating employmentopportunities and financial stability. The Company's business model thus creates a rippleeffect in the larger society. It facilitates skill enhancement. We take ordinaryindividuals and train them with skill-sets that helps them yield remarkable results. Thereis basic certification needed for rendering banking and insurance services therebyenhancing his skill- sets.

Therefore the Company's business model is totally focused on financial and socialinclusion of the society.

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

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

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

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

The Board has constituted a CSR committee inter- alia to define and monitor budgets tocarry out CSR activities to decide CSR projects or activities to be undertaken and tooversee 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 SocialResponsibility Policy) Rules 2014 has been enclosed to this Report in "Annexure5".

g. STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the requirements of Section 178 of the Companies Act 2013 and Regulation 20 ofSEBI LODR 2015 the company has constituted Stakeholders Relationship Committee. Thedetails 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) wereappointed as the Statutory Auditors of the Company at the Annual General Meeting held on28th September 2018 for a period of 4 years i.e. from the conclusion of thesaid 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 thatthey are not disqualified from continuing as Statutory Auditors of the Company.

The Auditor's Report does not contain any qualification reservation adverse remark ordisclaimer.

Secretarial Auditor

M/s. S. K. Jain & Co. Practicing Company Secretary was appointed to conductSecretarial Audit of the Company for the financial year 2018 - 2019 as required underSection 204 of the Companies Act 2013 and the rules thereunder. The Secretarial AuditReport for the financial year ended March 312019 is annexed herewith as "Annexure6" 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 FinancialResults within 60 days from the end of financial year the Board of directors would liketo state as under:

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

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

The Company also sought the approval of the members of the Company through PostalBallot to consider the appointment of M/s. A. P Sanzgiri & Co. Chartered Accountantsas Statutory Auditors of the Company.

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

Based on the above facts and circumstances which were beyond the control of theCompany the Company was not in the position to submit the annual audited financialstatements for the year ended March 312018 by May 30 2018.

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

Observation 2: With respect to the Inspection under Section 206(5) read with Section207 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 ofAccounts under section 206(5) r.w. section 207 of the Companies Act 2013 of VakrangeeLimited (hereinafter referred to as "Company") having its registered office atVakrangee 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 CorporateAffairs (Office of the Regional Director Western Region) vide its letter dated 09thJanuary 2019 further communicated its preliminary findings report to the Company.

The Company submitted its reply on 24th January 2019 on the abovepreliminary findings. The Ministry of Corporate Affairs vide its letter dated May 2 2019requested 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 129of the Act. The matter was heard on 25th June 2019 and Order was issued byRegional Director on 03rd July 2019 wherein the matter was compounded.

Apart from the above the Secretarial Audit Report does not contain any qualificationreservation 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 isrequired to establish an effective Vigil Mechanism for Directors and Employees to reportgenuine concerns. In line with this the Company has framed a Vigil Mechanism Policythrough which the Directors and Employees may report concerns about unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct & Ethicswithout fear of reprisal. The Policy provides for adequate safeguards againstvictimization of employees who avail of the mechanism and also provides for direct accessto the Chairman of the Audit Committee. It is affirmed that no personnel of the Companyhave been denied access to the Audit Committee. The Whistle

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

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

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

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

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

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

There was no change in company's 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 Companywere in Ordinary Course of the Business and on Arm's Length basis. There were no materialtransactions with any related party as defined under Section 188 of the Companies Act2013 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 thePolicy of the Company on materiality of related party transactions. Accordingly thedisclosure of Related Party Transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC-2 is not applicable. The members may refer Note. 42 to theFinancial Statements which sets out Related Party disclosures pursuant to Ind AS. Thereare no materially significant related party transactions that may have potential conflictwith interest of the Company at large.

The Policy on materiality of related party transactions and on dealing with relatedparty transactions as approved by the Board may be accessed on the Company's websitehttp://www.vakrangee.in/ company_policies.php. The Policy intends to ensure that properreporting approval and disclosure processes are in place for all transactions between theCompany and related parties.

20. BUSINESS RESPONSIBILTY REPORT

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

21. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN OR SECURITIESPROVIDED BY THE COMPANY

Particulars of Loans Guarantees and Investments covered under provisions of section186 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 andcomplexity of its operations. The internal control systems comprising of policies andprocedures are designed to ensure sound management of your Company's operationssafekeeping of its assets optimal utilization of resources reliability of its financialinformation and compliance. Based on the report of Internal Audit function correctiveactions are undertaken in the respective areas and thereby strengthen the controls.

The statutory auditors of the Company has audited the financial statements included inthis annual report and has issued a report on our internal financial controls overfinancial 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'') namelyESOP scheme 2008 and ESOP scheme 2014. The Company has implemented both the schemes inaccordance with the Securities and Exchange Board of India (Employee Stock

Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 ('the SEBIGuidelines').

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

The details required to be disclosed under SEBI Guidelines are available on Company'sweb-site www. vakrangee.in.

24. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended March 312019 made under the provisions ofSection 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 theRegulators

Securities Exchange Board of India Stock Exchanges Tribunal or Courts which impactthe going concern status and the Company's operations in future.

26. HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

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

The Company is committed to nurturing enhancing and retaining top talent throughsuperior Learning and Organizational Development. This is a part of Corporate HR functionand is a critical pillar to support the Organisation's growth and its sustainability inthe long run.

27. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company hereby affirms that during the year under review Company has complied withall the applicable secretarial standards (including any modifications or amendmentsthereto) 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 theStatutory 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 doesn't fall within the scope of Section 148(1) of the Companies Act 2013and hence does not require to maintain cost records as specified by the CentralGovernment.

30. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

As required under section 124 of the Act Unclaimed dividend amount aggregating to '284076/- pertaining to financial year ended on March 312011 lying with the Company fora period of seven years was transferred during the financial year 2018-19 to InvestorEducation and Protection Fund (IEPF) established by the Central Government.

Further as required under section 124 of the Act 78536 equity shares in respect ofwhich dividend has not been claimed by the members for seven consecutive years or morehave been transferred by the Company to the Investor Education and Protection FundAuthority during the financial year 2018-19. Details of shares transferred have beenuploaded on the website of IEPF as well as the Company.

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

CAUTIONARY STATEMENT

Statements in the Board's Report describing the Company's objectives expectations orforecasts may be forward looking within the meaning of applicable securities laws andregulations. Actual results may differ materially from those expressed in the statement.Important factors that could influence the Company's operations include global anddomestic demand and supply input costs availability changes in government regulationstax laws economic developments within the country and other factors such as litigationand industrial relations.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors take this opportunity to thank the employees customers vendorsinvestors of the Company and the communities in which the Company operates. The Board alsowishes to place on record their appreciation for the hard work dedication and commitmentof the employees at all levels.

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

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


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