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Vipul Organics Ltd.

BSE: 530627 Sector: Industrials
NSE: N.A. ISIN Code: INE834D01018
BSE 00:00 | 24 Apr 2020 Vipul Organics Ltd
NSE 05:30 | 01 Jan 1970 Vipul Organics Ltd

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OPEN 105.50
PREVIOUS CLOSE 107.05
VOLUME 831
52-Week high 191.00
52-Week low 80.00
P/E 15.24
Mkt Cap.(Rs cr) 80
Buy Price 87.20
Buy Qty 100.00
Sell Price 109.90
Sell Qty 10.00
OPEN 105.50
CLOSE 107.05
VOLUME 831
52-Week high 191.00
52-Week low 80.00
P/E 15.24
Mkt Cap.(Rs cr) 80
Buy Price 87.20
Buy Qty 100.00
Sell Price 109.90
Sell Qty 10.00

Vipul Organics Ltd. (VIPULORGANICS) - Director Report


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Company director report

To the Members

Vipul Organics Limited

Your Directors are pleased to present herewith the 47th Annual Report ofyour Company along with the Audited Standalone and Consolidated Financial Statements forthe year ended 31st March 2019.

1. FINANCIAL HIGHLIGHTS

The financial highlights for the year under review compared to the previous financialyear are given herein below:

Particulars

Standalone

Consolidated

Current Year ended 31st March 2019 Previous Year ended 31st March 2018 Current Year ended 31st March 2019 Previous Year ended 31st March 2018
Revenue from Operations 9042.87 7959.08 9001.42 7939.99
Other Income 43.97 48.14 43.97 48.14
Total Revenue 9086.84 8007.22 9045.39 7988.13
Less: Expenditure except Finance Cost & Depreciation & Tax 8414.36 7510.03 8369.86 7488.42
Profit before Finance Cost Depreciation & Tax 672.48 497.19 675.53 499.71
Less: Finance Cost 108.78 90.17 108.78 90.17
Less: Depreciation and Amortization 61.30 67.66 63.87 70.35
Profit Before Tax 502.40 339.36 502.88 339.19
Less: Provision for Tax 150.17 112.82 149.91 115.01
Profit After Tax 352.23 226.54 352.97 224.18
Other Comprehensive Income/Loss (Net of Tax) 1.10 - 1.10 -
Total Comprehensive income/loss attributable to: Non-Controlling Interest - - (0.33) (1.04)
Total Comprehensive income/loss attributable to Owners of equity 353.33 226.54 353.74 225.22
Total Comprehensive income/loss (Net of Tax) 353.33 226.54 354.03 224.18

2. IND-AS APPLICABILITY

The Company has adopted the Indian Accounting Standard ('Ind AS') w.e.f. 1stApril 2017 The financial statements have been prepared in accordance with the applicableIndian Accounting Standards ("Ind-AS") as prescribed under Section 133 of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014.

3. OPERATIONS

The performance of the Company showed a substantial improvement during the year underreview. The Company has earned total revenue of Rs. 9086.84 Lakhs (previous year Rs.8007.22 Lakhs) and Net Profit after Tax of Rs. 352.23 Lakhs (previous year Rs. 226.54Lakhs).

The Company has earned consolidated revenue of Rs.9045.39 Lakhs (previous year Rs.7988.13 Lakhs) and consolidated Net Profit After Tax of Rs. 352.97 Lakhs (previous yearRs. 224.18 Lakhs) during the year under review.

The Industrial Land of 10000 Sq. mts. plot at GIDC Dahej has been transferred in thename of the Company on 10th July 2019 from earlier name "Vipul Dye ChemLimited" without any transfer fee. Hence now the company has initiated the procedurefor obtaining the environmental clearance from Pollution Board.

There was no change in the nature of business of the Company during the year underreview.

4. DIVIDEND AND RESERVES

Your Directors have the pleasure in recommending payment of dividend Re. 0.80 (EightyPaise only) being 8% per share on Equity Share of Rs. 10/- for the year ended 31stMarch 2019. This will absorb total cash outflow of Rs. 7437613/- (previous year Rs.7437613/-) including Corporate Dividend Distribution Tax of Rs. 1258012/- (previousyear Rs. 1258012/-)

During the year the Company has not transferred any amount to the General Reserve.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF THE REPORT:

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the Company's financial year to which the financialstatements relate and upto the date of this report.

6. AMALGAMATION

On 2nd May 2017 on recommendation of Audit Committee and subject to thenecessary approval of the Shareholders Creditors Securities and Exchange Board of IndiaStock Exchange the National Company Law Tribunal and other competent authorities theBoard of Directors of your Company considered and approved the Scheme of Amalgamation ofEfferchem Private Limited (Transferor Company) with the Company (Transferee Company). Theappointed date is 1st April 2017. The proposed amalgamation will result intothe following benefits:

(i) The consolidation of operations of both the companies by way of amalgamation wouldlead to a more efficient utilization of capital and will result in administrative andoperational rationalization and promote organizational efficiencies;

(ii) The amalgamation would result in greater integration and greater financialstrength and flexibility for the amalgamated entity which would result in maximizingoverall shareholders value and will improve the competitive position of the combinedentity;

(iii) The amalgamation would result in greater efficiency in cash management of theamalgamated entity and unfettered access to cash flow generated by the combined businesswhich can be deployed more efficiently to fund growth opportunities to maximizeshareholders value;

(iv) For the purpose of better efficient and economical management control andrunning of the business of the undertaking concerned and/or administrative convenience andto obtain advantages of economies of scale and to pool the resources for growth anddevelopment of the businesses of the companies; and

(v) With the amalgamation of two companies the Transferee Company would have thecomplete access on the Industrial Land as well as readily available utilities liasoningetc. and this will help the Transferee Company to initiate expansion promptly without anygestation period.

The Company has received No-Objection letter bearing no. DSC/AMAL/SD/R37/1330/2018-19dated 12th November 2018 from the BSE Ltd. The Company has filed necessaryapplication before the Hon'ble National Company Law Tribunal Mumbai Bench Mumbai for itsapproval and the same is pending.

7. SHARE CAPITAL

During the year under review there was no change in capital of the Company. As on 31stMarch 2019 the issued subscribed and paid-up Equity Share capital of the Company stoodat Rs.77245000/- comprising of 7724500 Equity Shares of Rs. 10/- each.

8. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 125 of the Companies Act 2013 read with theIEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 ('the rules') allunpaid or unclaimed dividends are required to be transferred by the Company to the IEPFestablished by the Government of India after the completion of seven years. Furtheraccording to the said Rules the shares on which dividend remained unpaid or unclaimed bythe shareholders for seven consecutive years or more shall also be transferred to thedemat account of the IEPF Authority. Accordingly during the year the Company hastransferred 8424 shares to the demat account of the IEPF Authority as required under theIEPF Rules for the dividend remained unclaimed/unpaid upto the financial year 2010-11.

In terms of the provisions of Section 125 of the Act and said Rules during the year anamount of Rs. 197724/- being unpaid and unclaimed dividend for the Financial Year2010-11 was transferred to the IEPF.

Further the unpaid and unclaimed dividend amount lying with the Company for FinancialYear 2011 - 12 is due to transfer to the IEPF in the month of November 2019. The detailsof the same are available on the Company's website viz. www.vipulorganics.com.

The Board has appointed Ms. Yogita Mundhra Company Secretary and Compliance Officer ofthe Company as the Nodal Officer to ensure compliance with the IEPF Rules.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

I. Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management & Administration) Rules 2014 and Articles of Association of theCompany Dr. Shiv Nath Sahai (DIN: 00332652) Director of the Company retires by rotationat the ensuing Annual General Meeting and being eligible has offered himself forre-appointment and your Board recommends his re-appointment.

II. Appointment:

Pursuant to the provisions of Section 203 of the Act read with Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 and Regulation 6 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of Directors of theCompany appointed Ms. Yogita Mundhra as a Company Secretary and Compliance Officer of theCompany w.e.f. 11th February 2019.

The Members in its 46th Annual General Meeting held on 27thSeptember 2018 had approved the re-appointment of Mr. Prasannakumar B. Gawde (DIN.:01456510) and Mr. Jagdeep Y. Mehta (DIN: 00332523) as Independent Directors of the Companyfor another five consecutive years from 1st April 2019 to 31stMarch 2024 and Mrs. Trupti H. Shah (DIN.: 06884295) as Independent Director of theCompany for another five consecutive years from 1st June 2019 to 31stMay 2024 by passing of Special resolutions pursuant to the provisions of Section 149(10)read with Schedule IV of the Act.

Pursuant to the provisions of Section 149 of the Companies Act 2013 Mrs. Megha Bhati(DIN: 08278063) was appointed as an Additional Independent Director by the Board ofDirectors of the Company in its meeting held on 14th November 2018 for aperiod of five years with effect from 14th November 2018 subject to theapproval of shareholders at the ensuing Annual General Meeting. The Company has received anotice in writing from a member under Section 160 of Companies Act 2013 proposing hercandidature as an Independent Director of the Company.

The Board of Directors of the Company in its meeting held on 30th May 2019re-appointed Mr. Vipul P. Shah (DIN: 00181636) as Managing Director of the Company for afurther period of three years w.e.f. 15th June 2019 to 14th June2022 subject to approval of the shareholders at the 47th Annual GeneralMeeting of the Company. Your directors recommend his reappointment.

The Board of Directors of the Company in its meeting held on 14th August2019 re-appointed Dr. Shiv Nath Sahai (DIN: 00332652) as Whole-Time Director (designatedas Whole Time Director & CFO) of the Company for a period of six months w.e.f. 1stOctober 2019 to 31st March 2020 subject to approval of the shareholders atthe 47th Annual General Meeting of the Company. Your directors recommend hisreappointment.

Brief resume of the directors proposed to be re-appointed as stipulated underRegulations 26(4) and 36(3) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 and Secretarial Standards - 2 (SS- 2) issued by theInstitute of Company Secretaries of India (ICSI) are provided in Notice of 47thAnnual General Meeting of the Company.

III. Cessation:

Mrs. Trupti H. Shah Independent Director of the Company resigned w.e.f the closinghours of 14th November 2018. The Board places on record its sincereappreciation towards the valuable contribution made by her during her tenure asIndependent Director of the Company.

Ms. Rishika Puri Company Secretary and Compliance Officer of the Company resigned fromthe services of the Company w.e.f. closing working hours of 10th February2019. The Board places on record its sincere appreciation for her hard work during hertenure in the Company.

IV. Declaration from Independent Directors

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and pursuant to Regulation 25 of the said Regulations thatthey are not aware of any circumstance or situation which exist or may be reasonablyanticipated that could impair or impact their ability to discharge their duties with anobjective independent judgment and without any external influence.

V. Annual performance evaluation by the Board

The Board has devised a policy pursuant to the provisions of the Companies Act 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forperformance evaluation of the chairman board individual directors (including independentdirectors) and committees which includes criteria for performance evaluation ofnon-executive directors and executive directors.

The Nomination and Remuneration Committee of the Company have specified the manner ofeffective evaluation of the performance of Board its committees and individual directorsof the Company and has authorized the Board to carry out their evaluation and based on themanner specified by the Nomination and Remuneration Committee the Board has devisedquestionnaire to evaluate the performances of each of executive and nonexecutive andIndependent Directors. Such questions are prepared considering the business of the Companyand the expectations that the Board has from each of the Directors. The evaluationframework for assessing the performance of directors comprises of the following key areas:

i. Attendance at Board Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance;

iv. Providing perspectives and feedback going beyond information provided by themanagement.

The details of the programs for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company at http://vipulorganics.com.

During the year under review a separate meeting of the Independent Directors of theCompany was held on 8th February 2019 for evaluation of performance ofnon-independent Directors the Board as a whole.

VI. Key Managerial Personnel (KMP):

Sr. No. Name of the KMP Designation
1. Mr. Vipul P. Shah Managing Director
2. Dr. Shiv Nath Sahai Whole Time Director & CFO
3. Ms. Rishika Puri Company Secretary and Compliance Officer (upto 10th February 2019)
4. Ms. Yogita Mundhra Company Secretary and Compliance Officer (w.e.f. 11th February2019)

10. MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company's businesspolicies and strategies. A tentative annual calendar of the Board and Committee Meetingsis informed to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings. However in case of a special and urgentbusiness need the Board's approval is taken by passing resolutions through circulationas permitted by law which is confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors of theCompany. Meetings of the Board are held in Mumbai Maharashtra. The agenda of the Board /Committee meetings is circulated 7 days prior to the date of the meeting. The agenda forthe Board and Committee meetings includes detailed notes on the items to be discussed atthe meeting to enable the Directors to take an informed decision.

The Board met 6 times during the year under review as per details given in the Reporton Corporate Governance which forms a part of this Annual Report. The intervening gapbetween the two consecutive meetings was within the period prescribed under the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

11. COMMITTEES OF THE BOARD:

In accordance with the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has constitutedthree 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 composition and meetings held during theyear are provided in the Corporate Governance Report a part of this Annual Report.

12. AUDIT COMMITTEE AND ITS COMPOSITION

As on 31st March 2019 the Audit Committee comprised of Mr. PrasannakumarB. Gawde Mr. Jagdeep Y. Mehta Independent Directors and Mr. Vipul P. Shah ManagingDirector of the Company.

Mr. Prasannakumar B. Gawde is the Chairman of Audit Committee of the Company. TheCompany Secretary acts as the Secretary of the Audit Committee. All the recommendationsmade by the Audit committee were accepted by the Board of Directors of the Company. Otherdetails with respect to Audit Committee are given in Corporate Governance Report.

The Audit Committee of the Company reviews the reports to be submitted with the Boardof Directors with respect to auditing and accounting matters. It also supervises theCompany's internal control and financial reporting process and vigil mechanism.

13. REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and on the recommendation ofthe Nomination & Remuneration Committee the Board of Directors have adopted a policyfor selection and appointment of Directors Key Managerial Personnel ('KMPs') SeniorManagement Personnel ('SMPs') and their remuneration including criteria for determiningqualifications positive attributes independence of a director and other related matters.

The Remuneration Policy has been placed in the website of the company viz.www.vipulorganics.com.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors to the best of their knowledge and belief and according to theinformation and explanations obtained by them and as required under Section 134(5) of theCompanies Act 2013 state that:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanations relating to material departures if any;

b. the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year on 31stMarch 2019 and of the profit of the Company for the year under review;

c. the Directors had 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. 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 theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f. the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

15. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems commensurate withthe nature of its business size and complexity of its operations. Internal controlsystems comprising of policies and procedures are designed to ensure reliability offinancial reporting compliance with policies procedures applicable laws and regulationsand that all assets and resources are acquired economically used efficiently andprotected adequately.

16. DEPOSITS

During the year under review the Company has not accepted any deposits within themeaning of Sections 73 and 76 of the Companies Act 2013 read with Companies (Acceptanceof Deposits) Rules 2014.

17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013

The details of loans guarantee or investments made by the Company under Section 186 ofthe Companies Act 2013 during the financial year 2018-19 are given under Notes toAccounts of Financial Statements.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instances offraud and mismanagement if any The mechanism also provides for adequate safeguardsagainst victimization of Directors and employees who avail of the mechanism and alsoprovides for direct access to the Chairman of the Audit Committee in the exceptionalcases. The said policy has been elaborated in the Report on Corporate Governance and canbe accessed on the Company's website at http://vipulorganics.com . We affirm that duringthe financial year 2018-19 no employee or Director was denied access to the AuditCommittee.

19. RISKS AND AREAS OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the riskmapping trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is carried out to identify evaluate manage and monitor both businessand non-business risks. The Board periodically reviews the risks and suggests the steps tobe taken to control and mitigate the same through a properly defined framework.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION 188(1) OF THE COMPANIES ACT 2013

All Related party Transactions entered into during the year were in ordinary course ofbusiness and on arm's length basis. No Material Related Party Transactions were enteredinto during the year by the Company. Accordingly the disclosure on Related PartyTransactions as required under Section 134(3) of the Companies Act 2013 in Form AOC-2is not applicable.

In accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has adopted the policy on relatedparty transactions and the same is available on the Company's website athttp://vipulorganics.com.

21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There was no significant or material order passed by any Regulator or Court orTribunal which impacts the going concern status of the Company or will have bearing onCompany's operations in the future.

22. EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 an extract of Annual Return in Form MGT-9 isappended to this Report as Annexure I.

23. STATUTORY AUDITORS

As per provisions of the Section 139 of the Act read with the Companies (Audit andAuditors) Rules 2014 the Members of the Company in their 45th Annual GeneralMeeting held on 29th September 2017 appointed M/s. R. A. Kuvadia & Co.Chartered Accountants Mumbai (having FRN: 105487W) as Statutory Auditors of the Companyfor a term of consecutive 5 years i.e. to hold office from the conclusion of 45thAnnualGeneral Meeting till the conclusion of 50th Annual General Meeting of theCompany to be held for the financial year ending 31st March 2022 subject tothe ratification by members of the Company every year.

However after the amendment in Section 139 of the Act effective 7th May2018 ratification by shareholders every year for the appointment of the StatutoryAuditors is no longer required and they will hold office upto the conclusion of 50thAnnual General Meeting of the Company to be held for the financial year ending on 31stMarch 2022.

M/s. R. A. Kuvadia & Co. Chartered Accountants has furnished written confirmationto the effect that they are not disqualified from acting as the Statutory Auditors of theCompany in terms of the provisions of Section 139 and 141 of the Companies Act 2013 andthe Companies (Audit and Auditors) Rules 2014.

24. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. M Baldeva Associates Company Secretaries Thane to undertake SecretarialAudit of the Company for the year 2018-19. The Secretarial Audit Report is appended as Annexure- II and forms a part of this Annual Report.

25. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act read with Companies (Accounts)Rules 2014 the Board on recommendation of the Audit Committee re-appointed M/s. AmitDesai & Associates Chartered Accountants Mumbai as Internal Auditors of theCompany. The Internal Auditors monitor and evaluates the effectiveness and adequacy ofinternal control systems in the Company its compliances with the operating systemsaccounting procedure and policies at all locations of the Company and reports the same onthe quarterly basis to the Audit Committee.

26. COST AUDITORS AND COST RECORDS

The Company is required to maintain cost records for certain products as specified bythe Central Government under sub-section (1) of Section 148 of the Companies Act 2013 andaccordingly such accounts and records are made and maintained in the prescribed manner.However the Company is not required to carry Cost Audit.

27. REMARKS ON QUALIFICATION BY STATUTORY AUDITORS AND SECRETARIAL AUDITORS

There is no qualification or adverse remarks in the Statutory Audit Report.

With respect to observations made by the Secretarial Auditors in their report we wouldlike to state as below:

1. Delay in filing some forms with Registrar of Companies (ROC) and transfer of sharesto the DEMAT account of Investors Education and Protection Fund was inadvertent.

2. Delay in issue of share certificates lodged for transfer and processing dematrequest was due to tremendous volume pressure at RTA's place and same were processedsubsequently.

3. Delay in submission of certain information / details under SEBI Regulations wasinadvertent.

Further none of the Auditors of the Company have reported any fraud as specified underthe second proviso of Section 143 (12) of the Act.

28. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment issues in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules thereunder.

Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding 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 yearreceived during the year or pending at the end of the year under review.

29. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand your directors confirm compliance of the same during the year under review.

30. SUBSIDIARY COMPANY JOINT VENTURES AND ASSOCIATE COMPANIES:

Shree Ambika Naturals Private Limited is a subsidiary of the Company. The Company doesnot have any Joint Venture and Associate Company.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 a statementcontaining the salient features of the financial statements of Shree Ambika NaturalsPrivate Limited in Form AOC 1 is annexed as Annexure III and forms a part of thisAnnual Report.

31. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 and as required under Regulation 34 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has preparedConsolidated Financial Statements consolidating financial statements of its subsidiarycompany namely "Shree Ambika Naturals Private Limited" in its financialstatements in accordance with the applicable provisions of Indian Accounting Standards("Ind-AS").

The Consolidated Financial Statements along with the Independent Auditors' Reportthereon is annexed and form part of this Report.

The summarised consolidated financial position is provided above in point no. 1 of thisReport.

32. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34(3) and Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the following have been made a part of andattached to this Annual Report:

a. Management Discussion and Analysis Report;

b. Report on Corporate Governance;

c. Declaration on compliance with Code of Conduct;

d. Certificate from Practicing Company Secretary that none of the directors on theBoard of the Company has been debarred or disqualified from being appointed or continuingas directors of companies; and

e. Auditors' Certificate regarding compliance with conditions of Corporate Governance.

33. MANAGERIAL REMMUNERATION AND OTHER DETAILS

Disclosure pertaining to remuneration and other details as required under Section 197of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in this Report as "Annexure-IV" and forms a part of this report.

The statement containing particulars of employees as required under section 197(12) ofthe Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in a separate annexure forming part of thisreport. Further in terms of Section 136 of the Act the report and accounts are being sentto the members excluding the aforesaid annexure. The said annexure is available forinspection at the registered office of the Company during the working hours and any memberinterested in obtaining a copy of the same may write to the Company Secretary andCompliance Officer of the Company and the same will be furnished on request.

34. CORPORATE SOCIAL RESPONSIBILITY:

The provision of Section 135 of the Companies Act 2013 with respect to the CorporateSocial Responsibility were not applicable to the Company during the year under review.

35. 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 theCompanies (Accounts) Rules 2014 details regarding Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo is annexed to this report as "Annexure-V" and forms a part of this report.

36. ACKNOWLEDGEMENT

Your Directors wish to place on record their deep sense of appreciation for thevaluable services and the contribution made by the Company's employees at all levels forcontinued growth and prosperity of the Company. The industrial relations continued to becordial during the year.

The Directors also wish to place on record its appreciation for the continuedco-operation and assistance received by the Company from its Customers VendorsShareholders Financial Institutions Bankers Business Associates & GovernmentAuthorities during the year under review.

For and on behalf of the Board of Directors
For Vipul Organics Limited
Place : Mumbai Vipul P. Shah Dr. Shiv Nath Sahai
Date : 14th August 2019 Managing Director Whole Time Director & CFO
DIN: 00181636 DIN: 00332652


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