Vipul Organics Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors are pleased to present herewith the 53^rd Annual Report of your Company along with the Audited Standalone
and Consolidated Financial Statements for the financial year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS

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

	Standalone		Consolidated
Particulars	Current Financial Year ended 31st March, 2025	Previous Financial Year ended 31st March, 2024	Current Financial Year ended 31st March, 2025	Previous Financial Year ended 31st March, 2024
Revenue from Operations	16,280.01	15,007.86	16,280.01	15007.86
Other Income	34.29	91.45	34.29	91.45
Total Revenue	16,314.30	15,099.30	16,314.30	15099.30
Less: Expenditure except Finance Cost & Deprecia-tion & Tax	14,822.72	13836.99	14824.71	13,838.33
Profit before Finance Cost, Depreciation & Tax	1491.57	1262.31	1489.59	1260.97
Less: Finance Cost	268.05	240.69	268.05	240.69
Less: Depreciation and Amortization	587.91	557.74	588.02	557.86
Profit Before Tax	635.61	463.88	633.52	462.42
Less: Provision for Tax	190.99	129.44	190.99	128.39
Profit After Tax	444.62	334.44	442.53	334.03
Other Comprehensive In- come/Loss (Net of Tax)	(0.84)	(0.73)	(0.84)	(0.73)
Total Comprehensive in¬ come attributable to: Non¬ Controlling Interest			(0.92)	(0.18)
Total Comprehensive in-come attributable to Owners of equity	443.78	333.71	442.60	333.48
Total Comprehensive In¬ come (Net of Tax)	443.78	333.71	441.68	333.30

2. OPERATIONS

During the financial year under review, the Company
earned total revenue of C16,314.30 Lakh (previous
year C15099.30 Lakh) and Net Profit after Tax of
C444.62 Lakh (previous year C334.44 Lakh) on
Standalone basis.

There was no operational inefficiency during the
financial year 2024-25 rather sale was in line with
previous year financial year 2023-24.

The Company has earned consolidated revenue of
C16,614.30 Lakh (previous year C15099.30 Lakh) and
consolidated Net Profit after Tax of C442.53 Lakh
(previous year C334.03 Lakh), during the financial year
under review.

3. CHANGE IN THE NATURE OF THE BUSINESS
OF THE COMPANY

There was no change in the nature of business of the
Company during the financial year under review.

4. DIVIDEND AND RESERVES

Your directors have pleasure in recommending
payment of dividend @ C0.80/- (Eighty paise only)
being 8% per share on Equity Share of C10/- for the
financial year ended 31^st March, 2025. The dividend,
if approved, will be paid to those members whose
names shall appear on the Register of Members / List
of Beneficiaries as on Tuesday, 23^rd September, 2025.

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

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

There have been 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.

6. SHARE CAPITAL

As on 31^st March, 2025, the Authorized Share Capital
of the Company was C20,00,00,000/- (Rupees Twenty
Crore only) divided into 2,00,00,000 Equity Shares of
C10/- each.

On 8^th April, 2025, the Company has allotted 44,37,291
shares pursuant to rights issue in the ratio of 1:3 i.e 1
(One) equity shares shall be offered, for every 3 (Three)
equity shares held as on 10^th March, 2025 at C46/- per
equity shares of face value of C10/- each (including
premium of C36/-).

7. INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

Pursuant to the provisions of Section 125 of the
Companies Act, 2013 read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
(''the Rules''), all unpaid/ unclaimed dividends are
required to be transferred by the Company to the
IEPF established by the Government of India after the
completion of seven years. Further, according to the
said Rules, the shares on which dividend remained
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 2024-25, the Company
transferred 6,353 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 2016-17.

In terms of the provisions of Section 125 of the
Companies Act, 2013 and the said Rules, during the
financial year 2024-25, an amount of C2,24,743/-
being remained unpaid / unclaimed dividend for the
financial year 2016-17 was transferred to the IEPF.

Further, the unpaid/unclaimed dividend amount lying
with the Company for financial year 2017-18 is due for
transfer to the IEPF in the month of December, 2025.
The details of the same are available on the Company''s
website viz. www.vipulorganics.com.

Ms. Priya Shadija, Company Secretary and Compliance
Officer of the Company was appointed as Nodal
Officer to ensure compliance with the IEPF Rules on 2^nd
December, 2023. Upon resignation of Mr. Dheerendra
Verma w.e.f. 14^th August, 2023, Ms. Priya Shadija,
Company Secretary and Compliance Officer of the
Company was appointed as Nodal Officer to ensure
compliance with the IEPF Rules w.e.f. 2^nd December,
2023 till 12^th July, 2025.

8. DIRECTORS AND KEY MANAGERIAL
PERSONNEL (KMP)

As on 31^st March, 2025, the Board comprised of six
directors including one independent women director.
The Board has an appropriate mix of Executive, Non¬
Executive and Independent Directors, which is in
compliance with the requirements of the Companies
Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and is
also aligned with the best practices of Corporate
Governance.

I. Retirement by Rotation

In accordance with the provisions of Section
152(6) of the Companies Act, 2013 read with
Companies (Management & Administration)
Rules, 2014 and Articles of Association of the
Company, Mr. 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 Shah (DIN : 05125126), who retired by
rotation at previous 52^nd Annual General Meeting
held on 30^th September, 2024, was reappointed
as director of the Company in terms of provisions
of Section 152(6) of the Act.

Brief resume of directors proposed to be re¬
appointed / remuneration to be approved as
stipulated under Regulation 36(3) of the SEBI
(Listing Obligations & Disclosure Requirements)
Regulations, 2015 and Secretarial Standard
- 2 (SS-2) issued by the Institute of Company
Secretaries of India (ICSI), are provided in Notice
of 53^rd Annual General Meeting of the Company.

III. Cessation

Ms. Priya Shadija, Company Secretary and
Compliance Officer of the Company resigned
from the services of the Company w.e.f. closing
working hours of 12^th July, 2025. The Board noted
the same.

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 Companies Act, 2013
and Regulation 16(1 )(b) of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 and pursuant to Regulation 25
of the said 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 Company''s Code of Conduct.

Further, the Independent Directors have also
submitted their declaration in compliance
with the provision of Rule 6(3) of Companies
(Appointment and Qualification of Directors)
Rules, 2014, which mandated the inclusion
of Independent Director''s name in the data
bank of Indian Institute of Corporate Affairs
("IICA") 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 Companies Act, 2013. Your directors
have made necessary disclosures, as required
under various provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

In opinion of the Board, all the independent
directors are persons of integrity and possess
relevant expertise and experience.

V. Annual performance evaluation by the Board
The Board has devised a policy pursuant
to the provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, 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 non-executive and independent director.
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 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 at the link: www.vipulorganics.com.

During the financial year under review, a separate
meeting of the Independent Directors of the
Company was held on 12^th February, 2025 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 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. Priya Shadija	Company Secretary and Compliance Officer (upto 12th July, 2025)

9. MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and
decide on Company''s 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 special and urgent business
need, the directors'' 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 and Committee 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 is circulated 7 days prior to the date of the

meeting. The agenda for the Board and Committee
meetings includes detailed notes on the items to be
discussed at the meeting to enable the directors to
take informed decisions.

The Board met 6 (Six) 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
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

10. COMMITTEES OF THE BOARD

In accordance with the provisions of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, 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 Report on Corporate Governance
forming part of this Report.

11. REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the
Companies Act, 2013 and Regulation 19 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and on recommendation of the
Nomination & Remuneration Committee, the Board
of Directors have adopted a policy for selection and
appointment of Directors, Key Managerial Personnel
(''KMPs''), Senior Management Personnel (''SMPs'') 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.

12. 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 Companies
Act, 2013, 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 on 31^st March, 2025 and of
the profit of the Company for the financial year
under review;

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.

13. 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.

14. DEPOSITS

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

15. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

The details of loans or guarantees given and
investments made by the Company falling under
Section 186 of the Companies Act, 2013 are given
under Notes to Accounts on the Financial Statements.

16. 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 on Corporate
Governance and can be accessed on the Company''s
website at www.vipulorganics.com.

We affirm that during the financial year 2024-25,
no director or employee was denied access to the
Chairman of the Audit Committee.

17. 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.

18. 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 under review were in ordinary
course of business on arm''s length basis. No Material
Related Party Transactions were entered into during
the financial year under review by the Company.
Accordingly, the disclosure of material Related Party
Transactions, as required under Section 134(3) of the
Companies Act, 2013, in Form AOC-2 is not applicable.

In accordance with the provisions of Regulation
23 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has
adopted the policy on Related Party Transactions and
the same is available on the Company''s website at
www.vipulorganics.com.

19. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY''S
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 Company''s operations in the future.

20. ANNUAL RETURN

As required under Section 92(3) read with the
Section 134(3)(a) of the Companies Act, 2013 and the
Companies (Management and Administration) Rules,
2014, the copy of Annual Return as on 31^st March, 2025
will be placed on the website of the Company and
can be accessed at https://www.vipulorganics.com/
annual_report_of_company.htm.

21. STATUTORY AUDITORS

As per provisions of the Section 139 of the Act read with
the Companies (Audit and Auditors) Rules, 2014, the
members of the Company in their 50^th Annual General
Meeting held on 14^th September, 2022 appointed M/s.
J. A. Rajani & Co., Chartered Accountants, Mumbai
(having FRN: 108331W), as Statutory Auditors of the
Company for a term of 5 consecutive years i.e. to hold
office from the conclusion of 50^th Annual General
Meeting till the conclusion of 55^th Annual General
Meeting of the Company to be held for the financial
year ending 31^st March, 2027.

M/s. J. A. Rajani & Co., Chartered Accountants, have
furnished written confirmation to the effect that
they are not disqualified from acting as the Statutory
Auditors of the Company in terms of the provisions of
Sections 139 and 141 of the Act and the Companies
(Audit and Auditors) Rules 2014.

22. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204(1) of
the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed
M/s. Bhuwnesh Bansal and Associates Company
Secretaries, to undertake Secretarial Audit of
the Company for the financial year 2024-25. The
Secretarial Audit Report is appended as Annexure - I
and forms part of this Report. Management reply to
the comments in secretarial auditor''s report is given
elsewhere in this report.

23. 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, appointed M/s. Mukund Rohit & Co., Chartered Accountants,
Mumbai, as Internal Auditors of the Company for the financial year 2024-25. 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 reports to the Audit Committee on
quarterly basis.

24. 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 Companies Act, 2013 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 Cost Audit.

25. REMARKS ON QUALIFICATION BY STATUTORY AUDITORS AND SECRETARIAL AUDITORS

The Statutory Auditors have not made any qualifications, observation or adverse remark in their Audit Reports on the
Standalone and Consolidated Financial Statements.

With respect to observation made by the Secretarial Auditors in their report, we would like to state that

Sr No Observation

Management response

1. Regulation 31 of SEBI (LODR) Regulations, 2015 - shareholding pattern for quarter ended September 2024 has not been submitted on due date, Company has received notice from BSE on 14th November 2024 of C2360/- and Company has paid fine of C2360/ on 15th November 2024

In relation to delay in filing shareholding pattern for the quarter ended 30th September 2024, we would like to inform you that shareholding pattern for the quarter ended 30th September 2024 was filed on 19th October 2024 but the date of report was mentioned as 14th October 2024 by oversight. Immediately on 22nd October 2024 the same shareholding pattern was filed with correct date of report as 30th September 2024.

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

26. INFORMATION UNDER THE SEXUAL
HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has complied with the provisions
relating to the constitution of the Internal Committee
as required under Section 4 of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. During the financial year under
review, there was no complaint filed before the said
Committee and there was no complaint pending at the
beginning or end of the financial year under review.

27. COMPLIANCE WITH SECRETARIAL
STANDARDS

The Company has devised proper systems to ensure
compliance with the provisions of all applicable
and mandatory 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.

28. 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
Companies Act, 2013, 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.

29. CONSOLIDATED AUDITED FINANCIAL
STATEMENTS

Pursuant to the provisions of Sections 129 and 133 of
the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 and as required under
Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, 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.

30. MANAGEMENT DISCUSSION AND ANALYSIS
AND CORPORATE GOVERNANCE REPORT

Pursuant to the provisions of Regulation 34(3) and
Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, 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.

31. MANAGERIAL REMUNERATION AND OTHER
DETAILS

Disclosure pertaining to remuneration and other
details as required under Section 197(12) of the
Companies Act, 2013 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 corporate
office of the Company during the working hours on all
working days 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.

32. CORPORATE SOCIAL RESPONSIBILITY

The details of the initiatives taken by the Company
as per the provisions of Rule 8 of the Companies
(Corporate Social Responsibility) Rules, 2014, as
amended are given in Annexure IV, which forms part
of this Report.

33. 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.

34. LISTING

The Equity shares of the Company continue are listed
on BSE Limited.

35. CREDIT RATINGS

India Ratings and Research Private Limited has reaffirmed the following credit ratings for Company''s long term and
short-term instruments:

Sr. No. Name of the Credit Rating Agency	Facilities	Ratings
1. CARE Ratings Limited	Total Facilities Rated	C72.16 Cr.
	Long term Rating	CARE BBB-; Stable, Assigned
	Short term Rating	CARE A3, Assigned

36. 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.

37. 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.

38. ACKNOWLEDGEMENT

Your directors wish to place on record their deep sense of appreciation for the valuable services and the contribution
made by the Company''s 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

Managing Director Whole Time Director & CFO

DIN: 00181636 DIN: 05126125

Place: Mumbai

Date: 5^th September, 2025

---

Mar 31, 2024

Your directors are pleased to present herewith the 52^nd Annual Report of your Company along with the Audited Standalone and Consolidated Financial Statements for the financial year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

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

	Standalone		Consolidated
Particulars	Current Financial Year ended 31st March, 2024	Previous Financial Year	Current Financial Year ended 31st March, 2024	Previous Financial Year
		ended 31st March, 2023		ended 31st March, 2023
Revenue from Operations	15,007.86	13,393.25	15007.86	13,393.25
Other Income	91.45	6.48	91.45	6.48
Total Revenue	15,099.30	13,399.73	15099.30	13,399.73
Less: Expenditure except Finance Cost & Depreciation & Tax	13836.99	12,225.80	13,838.33	12,227.60
Profit before Finance Cost, Depreciation & Tax	1262.31	1,173.93	1260.97	1,172.23
Less: Finance Cost	240.69	267.12	240.69	267.12
Less: Depreciation and Amortization	557.74	632.11	557.86	632.25
Profit Before Tax	463.88	274.70	462.42	272.76
Less: Provision for Tax	129.45	77.17	128.4	85.57
Profit After Tax	334.44	197.53	334.03	187.20
Other Comprehensive Income/ Loss (Net of Tax)	(0.73)	(6.71)	(0.73)	(6.71)
Total Comprehensive income attributable to: Non-Controlling Interest			(0.18)	(0.98)
Total Comprehensive income attributable to Owners of equity	333.71	190.82	333.48	181.47
Total Comprehensive Income (Net of Tax)	333.71	190.82	333.30	180.49

2. OPERATIONS

During the financial year under review, the Company earned total revenue of C15099.30 Lakh (previous year C13,399.73 Lakh) and Net Profit after Tax of C334.44 Lakh (previous year C197.53 Lakh) on Standalone basis.

There was no operational inefficiency during the financial year 2023-24 rather sale was in line with previous year financial year 2022-23. Major reason for decline in profit is due to higher finance cost and depreciation during the financial year under review.

The Company has earned consolidated revenue of C15099.30 Lakh (previous year C13,399.73 Lakh) and consolidated Net Profit after Tax of C334.03 Lakh (previous year C187.20 Lakh), during the financial year under review.

3. CHANGE IN THE NATURE OF THE BUSINESS OF THE COMPANY

There was no change in the nature of business of the Company during the financial year under review.

4. DIVIDEND AND RESERVES

Your directors have pleasure in recommending payment of dividend @ C1/- (One Rupee only) being 10% per share on Equity Share of C10/- for the financial year ended 31^st March, 2024. This will absorb total cash outflow of C1.30 Crore. The dividend, if approved, will be paid to those members whose names shall appear on the Register of Members / List of Beneficiaries as on Monday, 23^rd September, 2024.

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

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

There have been 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.

6. SHARE CAPITAL

As on 31^st March, 2024, the Authorized Share Capital of the Company was C15,00,00,000/-

(Rupees Fifteen Crore only) divided into 1,50,00,000 Equity Shares of C10/- each.

During the year under review, the Company has issued 5,00,000 warrants convertible into equity shares on preferential basis to promoter group and out of which 2,00,000 warrants were converted into equal number of Equity shares.

7. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 125 of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the Rules''), all unpaid/ unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India after the completion of seven years. Further, according to the said Rules, the shares on which dividend remained 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 2023-24, the Company transferred 9,249 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 2015-16.

In terms of the provisions of Section 125 of the Companies Act, 2013 and the said Rules, during the financial year 2023-24, an amount of C2,22,332.80/- being remained unpaid / unclaimed dividend for the financial year 2015-16 was transferred to the IEPF.

Further, the unpaid/unclaimed dividend amount lying with the Company for financial year 201617 is due for transfer to the IEPF in the month of October, 2024. The details of the same are available on the Company''s website viz. www. vipulorganics.com.

Ms. Priya Shadija, Company Secretary and Compliance Officer of the Company was appointed as Nodal Officer to ensure compliance with the IEPF Rules on 2^nd December, 2023. Upon resignation of Mr. Dheerendra Verma w.e.f. 14^th August, 2023, Ms. Priya Shadija, Company Secretary and Compliance Officer of the Company was appointed as Nodal Officer to ensure compliance with the IEPF Rules w.e.f. 2^nd December, 2023.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on 31^st March, 2024, the Board comprised of six directors including one independent women director. The Board has an appropriate mix of Executive, Non-Executive and Independent Directors, which is in compliance with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is also aligned with the best practices of Corporate Governance.

I. Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Mihir Vipul Shah (DIN: 05126125), Whole Time 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. Vipul Pravinchandra Shah (DIN : 00181636), who retired by rotation at previous 51^st Annual General Meeting held on 30^th September, 2023, was reappointed as director of the Company in terms of provisions of Section 152(6) of the Act.

Mrs. Megha Bhati, Independent Director of the Company was re-appointed upon expiry of her first term, for another term of 5 years w.e.f. 14^th November, 2023 to 13^th November, 2028.

Mr. Mihir Shah is being proposed to be reappointed as whole-time Director for another term of five years wef 1^st April, 2024 as per the terms and conditions as mentioned in the accompanying Notice for annual general meeting.

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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company appointed Ms. Priya Shadija as Company Secretary and Compliance Officer of the

Company w.e.f. 10^th November, 2023. There is no other change in KMP except change in Company Secretary as mentioned in this Report.

Brief resume of directors proposed to be reappointed / remuneration to be approved as stipulated under Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 (SS-2) issued by the Institute of Company Secretaries of India (ICSI), are provided in Notice of 52^nd Annual General Meeting of the Company.

III. Cessation

Mr. Dheerendra Verma, Company Secretary and Compliance Officer of the Company resigned from the services of the Company w.e.f. closing working hours of 14^th August, 2023. The Board noted the same.

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 Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Regulation 25 of the said 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 Company''s Code of Conduct.

Further, the Independent Directors have also submitted their declaration in compliance with the provision of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014, which mandated the inclusion of Independent Director''s name in the data bank of Indian Institute of Corporate Affairs ("IICA") 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 Companies Act, 2013. Your directors have

made necessary disclosures, as required under various provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In opinion of the Board, all the independent directors are persons of integrity and possess relevant expertise and experience.

V. Annual performance evaluation by the Board

The Board has devised a policy pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 non-executive and independent director. 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 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 at the link: www.vipulorganics.com.

During the financial year under review, a separate meeting of the Independent Directors of the Company was held on 14^th February, 2024 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 Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013:

9. MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company''s 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 special and urgent business need, the directors'' 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 and Committee 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 is circulated 7 days prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the directors to take informed decisions.

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.	Mr. Dheerendra Verma	Company Secretary and Compliance Officer (upto 14th August, 2023)
4.	Ms. Priya Shadija	Company Secretary and Compliance Officer (w.e.f 10th November, 2023)

The Board met 10 (Ten) 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 Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. COMMITTEES OF THE BOARD

In accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 Report on Corporate Governance forming part of this Report.

11. AUDIT COMMITTEE AND ITS COMPOSITION

As on 31^st March, 2024, 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 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 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 Company''s internal control and financial reporting process and vigil mechanism.

12. RECONSTITUTION OF THE AUDIT

COMMITTEE, STAKEHOLDERS''

RELATIONSHIP COMMITTEE AND

NOMINATION AND REMUNERATION COMMITTEE OF THE COMPANY:

The tenure of Mr. Prasannakumar Gawde and Mr. Jagdeep Mehta as Independent Directors of the Company ends w.e.f. closing working hours of 31^st March, 2024 and consequently they will cease to be the Member / Chairman of the various Committees of the Board of Directors of the Company.

Mr. Rupesh J. Agrawal and Mr. Siddhan Subramanian, newly appointed Independent Directors of the Company as members of the Committees of the Company w.e.f. 1^st April, 2024.

13. REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and on recommendation of the Nomination & Remuneration Committee, the Board of Directors have adopted a policy for selection and appointment of Directors, Key Managerial Personnel (''KMPs''), Senior Management Personnel (''SMPs'') 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.

14. 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 Companies Act, 2013, 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 on 31^st March, 2024 and of the profit of the Company for the financial year under review;

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.

15. 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.

16. DEPOSITS

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

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans or guarantees given and investments made by the Company falling under Section 186 of the Companies Act, 2013 are given under Notes to Accounts on the Financial Statements.

18. 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 on Corporate Governance and can be accessed on the Company''s website at www.vipulorganics.com.

We affirm that during the financial year 2023-24, no director or employee was denied access to the Chairman of the Audit Committee.

19. 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.

20. 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 under review were in ordinary course of business on arm''s length basis. No Material Related Party Transactions were entered into during the financial year under review by the Company. Accordingly, the disclosure of material Related Party Transactions, as required under Section 134(3) of the Companies Act, 2013, in Form AOC-2 is not applicable.

In accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted the policy on Related Party Transactions and the same is available on the Company''s website at www.vipulorganics.com.

21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S 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 Company''s operations in the future.

22. ANNUAL RETURN

As required under Section 92(3) read with the Section 134(3)(a) of the Companies Act, 2013 and the Companies (Management and Administration) Rules, 2014, the copy of Annual Return as on 31^st March, 2024 will be placed on the website of the Company and can be accessed at https:// www.vipulorganics.com/annual report of company.htm.

23. STATUTORY AUDITORS

As per provisions of the Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company in their 50^th Annual General Meeting held on 14^th September, 2022 appointed M/s. J. A. Rajani & Co., Chartered Accountants, Mumbai (having FRN: 108331W), as Statutory Auditors of the Company for a term of 5 consecutive years i.e. to hold office from the conclusion of 50^th Annual General Meeting till the conclusion of 55^th Annual General Meeting of the Company to be held for the financial year ending 31^s* March, 2027.

M/s. J. A. Rajani & Co., Chartered Accountants, have furnished written confirmation to the effect that they are not disqualified from acting as the Statutory Auditors of the Company in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules 2014.

24. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. M Baldeva and Associates Company Secretaries, to undertake Secretarial Audit of the Company for the financial year 202324. The Secretarial Audit Report is appended as Annexure - I and forms part of this Report. Management reply to the comments in secretarial auditor''s report is given elsewhere in this 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, appointed M/s. Mukund Rohit & Co., Chartered Accountants, Mumbai, as Internal Auditors of the Company for the financial year 2023-24. 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 reports to the Audit Committee on quarterly basis.

26. 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 Companies Act, 2013 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 Cost Audit.

27. REMARKS ON QUALIFICATION BY STATUTORY AUDITORS AND SECRETARIAL AUDITORS

The Statutory Auditors have not made any qualifications, observation or adverse remark in their Audit Reports on the Standalone and Consolidated Financial Statements.

With respect to observation made by the Secretarial Auditors in their report, we would like to state that

Sr No	Observation	Management response
1.	Delay in filing of some e-forms with Registrar of Companies, Mumbai, Maharashtra	Delay in filing some e-forms was due to inadvertence
2.	Intimation regarding re-appointment of Mrs. Megha Bhati as an Independent Director was not given as required under Regulation 30 of the Listing Regulations;	The Company inadvertently missed to disclose such deemed material event. However later, necessary disclosure made.
3.	Re-appointment of Mrs. Megha Bhati was not in compliance with the provisions of Section 149(10) of the Act and Regulation 17(1C) read with Regulation 25 of the Listing Regulations;	The Company inadvertently missed to take approval of the shareholders of the Company within three months of her re-appointment. However necessary approved obtained immediately after the it is noticed.
4.	Prior intimation of a board meeting to the stock exchange not given in compliance with the provisions of Regulation 29 of the Listing Regulations;	The Company inadvertently gave prior intimation of 4 days in advance instead of 5 days in advance. The delay was only for one day and it was due to oversight.
5.	In certain cases, information regarding intimation of loss of share certificates / issue of letter of confirmation not submitted to stock exchange pursuant to provisions of Regulation 39(3) of the Listing Regulations.	The Company inadvertently missed to submit information regarding loss of share certificates and issue of duplicate share certificates/ Letter of confirmation to BSE Ltd. However, later necessary disclosure made.

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

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

The Company has complied with the provisions relating to the constitution of the Internal Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year under review, there was no complaint filed before the said Committee and there was no complaint pending at the beginning or end of the financial year under review.

29. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable and mandatory 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.

30. 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 Companies Act, 2013, 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.

31. CONSOLIDATED AUDITED FINANCIAL STATEMENTS

Pursuant to the provisions of Sections 129 and 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has prepared Consolidated

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 corporate office of the Company during the working hours on all working days 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.

34. CORPORATE SOCIAL RESPONSIBILITY

The details of the initiatives taken by the Company as per the provisions of Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, as amended are given in Annexure - IV, which forms part of this Report.

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 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.

36. LISTING:

The Equity shares of the Company continue are listed on BSE Limited.

37. CREDIT RATINGS:

India Ratings and Research Private Limited has reaffirmed the following credit ratings for Company''s long term and short-term instruments:

Sr Name of the N0 Credit Rating Agency	Facilities	Ratings
1. CARE Ratings	Total	C40 Cr.
Limited	Facilities Rated
	Long term	CARE BBB-;
	Rating	Stable, Assigned
	Short term	CARE A3,
	Rating	Assigned

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.

32. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATEGOVERNANCE REPORT

Pursuant to the provisions of Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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.

33. MANAGERIAL REMUNERATION AND OTHER DETAILS

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 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

38. 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.

39. 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.

40. ACKNOWLEDGEMENT

Your directors wish to place on record their deep sense of appreciation for the valuable services

and the contribution made by the Company''s 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: 2^nd September, 2024 DIN: 00181636 DIN: 05126125

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Mar 31, 2018

DIRECTORS’ REPORT

To the Members,

Vipul Organics Limited

The Directors are pleased to present herewith 46^thAnnual Report of your Company along with the Audited Standalone and Consolidated Financial Statements for the year ended 31^st March, 2018.

1. FINANCIAL HIGHLIGHTS

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

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from Operations	7959.08	5799.32	7939.99	5814.57
Other Income	134.85	55.49	69.71	55.49
Total Revenue	8093.93	5854.81	8009.69	5870.06
Total expenses (excluding Interest, Depreciation and Taxes)	7596.73	5481.89	7509.98	5490.75
Profit before Interest, Depreciation and Taxes	497.20	372.92	499.71	379.31
Less: Interest	90.17	61.20	90.17	61.34
Less: Depreciation	67.66	75.00	70.35	78.28
Profit Before Tax	339.37	236.72	339.19	239.69
Less: Provision for Tax	112.82	77.93	115.01	77.71
Profit After Tax	226.55	158.79	224.18	161.98
Other Comprehensive Income / Loss (Net of Tax)	-	-	-	-
Total Comprehensive income attributable to : Non-Controlling interest	N.A.	N.A.	(1.04)	(0.22)
Total Comprehensive income attributable to Owners of equity	N.A.	N.A.	225.22	162.20
Total Comprehensive Income (Net of Tax)	226.55	158.79	224.18	161.98

2. ADOPTION OF INDAS:

The Company has adopted the Indian Accounting Standard (''Ind AS'') w.e.f. 1^st April, 2017 with a transition date of 1^st April

2016. These financial statements have been prepared in accordance with the recognition and measurement principles stated therein and as prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and the other accounting principles generally accepted in India. Accordingly, the previous year figures are recasted/reclassified to make them Ind AS compliant.

3. RESULTS OF OPERATIONS

The performance of the Company showed a substantial improvement during the year under review. The Company has earned total revenue of Rs. 8093.93 Lakhs (previous year Rs. 5854.81 Lakhs) and Net Profit after Tax of Rs. 226.55 Lakhs (previous year Rs. 158.79 Lakhs).

The Company has earned consolidated revenue of Rs. 8009.69 Lakhs (previous year Rs. 5870.06 Lakhs) and consolidated Net Profit After Tax of Rs. 224.18 Lakhs (previous year Rs. 161.98), during the year under review.

At the industrial plot of 10,000 sq. mts. with GIDC, Dahej, Company intends to manufacture pigment and pigment intermediates. Environment clearance shall be obtained along with necessary approval from the Pollution Board.

There was no change in the nature of business of the Company during the year under review. Similarly, there have been no material changes and commitments affecting the financial position of the Company between the end of the Company''s financial year to which the financial statements relate and up to the date of this report.

4. SHARE CAPITAL

Pursuant to the shareholders'' approval obtained at the Extra Ordinary General Meeting held on 13^th June, 2016, the Company on 6^th July, 2016, issued and allotted 22,50,000 warrants for cash at an issue price of Rs. 40/- (Rupees Forty only) each [including premium of Rs. 30/- (Rupees Thirty only) each] on preferential basis to the promoters and others, carrying an option / entitlement to subscribe to equivalent number of Equity Shares of Rs. 10/- (Rupees Ten only) each within a period of 18 months from the date of their issue.

The Company had issued and allotted 7,90,000 Equity Shares of Rs. 10/- (Rupees Ten only) each, fully paid-up, upon conversion of equal number of warrants issued on preferential basis at an Issue Price of Rs. 40/- (Rupees Forty only) per share (including premium of Rs. 30/- per share) on 30^th March, 2017.

On 5^th August, 2017 and 3^rd January, 2018, the Company issued and allotted 2,00,000 and 12,60,000 Equity Shares respectively of Rs. 10/- (Rupees Ten only) each, fully paid-up, upon conversion of equal number of warrants issued on preferential basis at an Issue Price of Rs. 40/- (Rupees Forty only) per share (including premium of Rs. 30/- per share).

As on 31^st March, 2018, the issued, subscribed and paid-up Equity Share capital of the Company stood at Rs.7,72,45,000/-comprising of 77,24,500 Equity Shares of Rs. 10/- (Rupees Ten only) each.

5. AMALGAMATION

On 2^nd May, 2017, on recommendation of Audit Committee and subject to the necessary approval of the Shareholders, Creditors, Securities and Exchange Board of India, Stock Exchange, the National Company Law Tribunal and other competent authorities, the Board of Directors of your Company, considered and approved the Scheme of Amalgamation of Efferchem Private Limited (Transferor Company) with the Company. The appointed date is 1^st April, 2017. The proposed amalgamation will result into the following benefits:

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

(ii) The amalgamation would result in greater integration and greater financial strength and flexibility for the amalgamated entity, which would result in maximizing overall shareholders value, and will improve the competitive position of the combined entity;

(iii) The amalgamation would result in greater efficiency in cash management of the amalgamated entity and unfettered access to cash flow generated by the combined business which can be deployed more efficiently to fund growth opportunities, to maximize shareholders value;

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

(v) With the amalgamation of two companies, the transferee Company would have the complete access on the Industrial Land, as well as readily available utilities, liasoning, etc. and this will help the Transferee Company to initiate expansion promptly without any gestation period.

The Company has filed necessary application for seeking approval of the BSE Ltd. and the Securities Exchange Board of India for the proposed amalgamation, and the approvals are awaited.

6. DIVIDEND & RESERVES

Your Directors have the pleasure in recommending payment of dividend Re. 0.80 (Eighty Paise only) being 8% per share on Equity Share of Rs. 10/- for the year ended 31^st March, 2018. This will absorb total cash outflow of Rs.74,37,613/-(previous year Rs. 60,31,837/-) including Corporate Dividend Distribution Tax of Rs. 12,58,012/-(previous year Rs. 10,20,236/-).

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

7. DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

8. 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 is appended to this Report as Annexure I.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Vipul P. Shah (DIN: 00181636), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends his re-appointment.

II. Appointment:

- The Board of Directors of the Company appointed Ms. Rishika Puri (Membership No. A49818) as the Company Secretary and Compliance Officer of the Company w.e.f. 22^nd May, 2017 upon resignation of Ms. Mitali Shah on 22^nd May, 2017.

- Pursuant to provisions of Section 149 of the Companies Act, 2013 and applicable rules made thereunder Mr. Prasannakumar B. Gawde (DIN.: 01456510) and Mr. Jagdeep Y. Mehta (DIN: 00332523) were appointed as Independent Directors of the Company for a period of 5 consecutive years w.e.f. 1^st April, 2014 and their tenure as Independent Directors ends on 31^st March, 2019. Further, Mrs. Trupti H. Shah (DIN: 06884295) was appointed as an Independent Director for a period of 5 consecutive years w.e.f. 1^st June, 2014 and her tenure ends on 31^st May, 2019.

According to the provisions of Section 149(10) read with Schedule IV of the Companies Act, 2013 (the Act) an Independent Director shall hold office for a term of up to five consecutive years on the Board of a Company, but shall be eligible for re-appointment on passing a special resolution by the Company for another term of up to five consecutive years on the Board of a Company.

In line with the aforesaid provisions of the Act and in view of long, rich experience, continued valuable guidance to the management and strong performance of Mr. Prasannakumar B. Gawde, Mr. Jagdeep Y. Mehta and Mrs. Trupti H. Shah at Board level, it is proposed to re-appoint them as independent Directors on the Board of the Company for a second term of five years. They have given declarations pursuant to the provisions of Section 149(7) of the Companies Act, 2013 to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, your Directors recommend their re-appointment as Independent Directors for a further period of 5 consecutive years.

The Board of Directors of the Company, in its meeting held on 14^th August, 2018 re-appointed Dr. Shiv Nath Sahai (DIN: 00332652) as the Whole-Time Director (designated as Whole-Time Director & CFO) of the Company for a period of one year w.e.f. 1^st October, 2018 to 30^th September, 2019, subject to approval of the shareholders at the 46^th Annual General Meeting of the Company. Your Directors recommend his re-appointment.

Pursuant to Regulation 26(4) and 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Secretarial Standards - 2 (SS-2) issued by the Institute of Company Secretaries of India (ICSI), brief details of the Directors proposed to be re-appointed are provided in Notice of 46^th Annual General Meeting of the Company.

III. Cessation:

Ms. Mitali Shah, Company Secretary and Compliance Officer of the Company resigned from the services of the Company on 22^nd May, 2017. The Board places on record its sincere appreciation for her hard work during her tenure in the Company.

a) Declaration From Independent Directors

The Company has received declarations 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 Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b) Annual performance evaluation by the Board

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of committees. The Board has devised questionnaire to evaluate the performances of each of the executive, non-executive and Independent Directors. Such questions are prepared considering the business of the Company and 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 Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations;

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

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 at the link: http://vipulorganics.com/policies.htm.

During the year under review, a separate meeting of the Independent Directors of the Company was held on 14^thFebruary, 2018 for evaluation of performance of non-independent Directors, the Board as a whole. However due to sad demise of Late Mr. P. B. Shah, Chairman of the Company on 13^th February, 2018, his performance evaluation was not done.

c) Key Managerial Personnel (KMP):

Sr. Name of the KMP Designation

No.___

1. Mr. Vipul P. Shah Managing Director

2. Dr. Shiv Nath Sahai Whole-Time Director & CFO

3. Ms. Mitali Shah Company Secretary and Compliance Officer

(resigned on 22^nd May, 2017)

4. Ms. Rishika Puri Company Secretary and Compliance Officer (w.e.f. 22^ndMay, 2017)

10. MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company''s 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 Board''s approval is taken by passing resolutions through circulation, as 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 the Company. 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 for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met 10 times during year as per details given in the Report on Corporate Governance which forms a part of this Annual Report. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013.

11. AUDIT COMMITTEE AND ITS COMPOSITION

As on 31^st March, 2018, 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 Audit Committee of the Company. Company Secretary acts as the Secretary of the Audit Committee. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

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 Company''s internal control and financial reporting process and vigil mechanism.

12. 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) of the Companies Act, 2013 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 on 31^st March, 2018 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 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.

13. POLICY ON CRITERIA FOR APPOINTMENT OF DIRECTORS, KMP AND SENIOR MANAGEMENT

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection, appointment and determination of remuneration of Directors, Senior Management Personnel and other employees of the Company. The said policy is stated in the Report on Corporate Governance and can be accessed on the Company''s website at http://vipulorganics.com/policies.htm.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any, in the Company. The mechanism also provides for adequate safeguards against victimization of Directors and employees who avail of 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 on Corporate Governance and can be accessed on the Company''s website at http://vipulorganics.com/policies.htm. We affirm that during the financial year 2017-18, no employee or Director was denied access to the Audit Committee.

15. 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.

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16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT 2013

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

17. 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 under Section 186 of the Companies Act, 2013 during the financial year 2017-18 are given under Notes to Accounts of financial statements.

18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S 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 Company''s operations in the future.

19. STATUTORY AUDITORS

As per provisions of the Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in their 45^th Annual General Meeting held on 29^th 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 i.e. to hold office from the conclusion of 45^th Annual General Meeting till the conclusion of 50^th Annual General Meeting of the Company to be held for the financial year ending 31^stMarch, 2022, subject to the ratification by members of the Company every year.

However, the aforesaid Section 139 is amended by the Companies (Amendment) Act, 2017 w.e.f. 7^th May, 2018 and as per amended section, the appointment of auditors is no more required to be ratified every year in Annual General Meeting. Accordingly, the ratification of appointment of M/s. R. A. Kuvadia & Co., Chartered Accountants, as Statutory Auditors of the Company is no more required and they will hold office up to the conclusion of 50^th Annual General Meeting of the Company to be held for the financial year ending on 31 ^stMarch, 2022.

M/s. R. A. Kuvadia & Co., Chartered Accountants has furnished written confirmation to the effect that they are not disqualified from acting as the Statutory Auditors of the Company in terms of the provisions of Section 139 and 141 of the Companies Act, 2013 and Rules framed thereunder.

20. 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 has appointed M/s. M Baldeva Associates, Company Secretaries, Thane to undertake Secretarial Audit of the Company for the year 2017-18. The Secretarial Audit Report is appended as Annexure - II and forms a part of this Annual Report.

21. INTERNAL AUDITORS

The Company has appointed M/s. Amit Desai & Associates, Chartered Accountants, Mumbai, as its Internal Auditors. 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 the same on the quarterly basis to the Audit Committee.

22. REMARKS ON QUALIFICATION BY STATUTORY AUDITORS AND SECRETARIAL AUDITORS

The observations made by the Auditors in their Reports on the Standalone and Consolidated Financial Statements are self-explanatory and do need not any further comments.

With respect to observations made by the Secretarial Auditors in their report, we would like to state that delay in filing of form with Registrar of Companies (ROC) was inadvertent.

23. 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.

24. 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 thereunder. There was no complaint on sexual harassment during the year under review.

25. 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 year under review.

26. SUBSIDIARY COMPANY, JOINT VENTURES AND ASSOCIATE COMPANIES

Shree Ambika Naturals Private Limited is a subsidiary of the Company. The Company does not have any Joint Venture and Associate Company.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of Shree Ambika Naturals Private Limited, in Form AOC 1, is annexed as Annexure III and forms a part of this Annual Report.

27. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has prepared Consolidated 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 (“IndAS”).

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.

28. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT

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

a. Management Discussion and Analysis Report

b. Report on Corporate Governance

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

29. TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 125 of the Companies Act, 2013, 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 established by the Government of India after the completion of seven years. Further, according to the said Rules, the shares on which dividend remained 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, the Company has transferred corresponding shares to the demat account of the IEPF Authority as per the requirements of the IEPF rules for the dividend remained unclaimed/unpaid up to the financial year 2009-10.

30. PARTICULARS OF REMUNERATION

Details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are appended to this Annual Report as Annexure IV.

31. CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 of the Companies Act, 2013 with respect to the Corporate Social Responsibility are not applicable to the Company.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Details regarding conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure V.

33. ACKNOWLEDGEMENT

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

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 year under review.

For and on behalf of the Board of Directors

Vipul Organics Limited

Vipul P. Shah Dr. Shiv Nath Sahai

Place: Mumbai Managing Director Whole-Time Director & CFO

Date: 14^thAugust, 2018 DIN: 00181636 DIN: 00332652

---

Mar 31, 2016

To the Members,

Vipul Organics Limited

(Formerly known as Vipul Dyechem Limited)

The Directors have great pleasure in presenting Annual Report of your Company comprising the Audited Financial Statements for the year ended 31^st March, 2016.

FINANCIAL HIGHLIGHTS:

(Rs. in Lacs)

Sr. No.	Particulars	Current Year ended 31s1 March, 2016	Previous Year ended 31st March, 2015
1.	Total revenue	5,249.40	5,248.47
2.	Less: Expenditure except Finance Cost & Depreciation	4965.82	4,998.11
3.	Profit before Finance Cost, Depreciation & Tax	283.58	250.36
	Less: Finance Cost	66.21	66.70
	Less: Depreciation	87.08	66.73
4.	Profit before tax	130.29	116.93
	Less: Provision for Tax	40.85	37.92
5.	Profit After Tax	89.44	79.01
6.	Balance brought forward from previous year	292.46	271.32
7.	Profit available for appropriation	381.89	350.32
8.	Less: Tax Adjustments	1.39	5.39
9.	Less: Proposed Dividend	43.80	43.80
10.	Less: Tax on Dividend	8.52	7.96
11.	Surplus carried to Balance Sheet	330.97	292.46

RESULTS OF OPERATIONS:

During the year under review, the Company has registered a sale of Rs. 5249.40 Lacs (previous year Rs. 5,248.47 Lacs) and Net Profit after Tax of Rs. 89.44 Lacs (previous year Rs. 79.01 Lacs).

CHANGE OF NAME OF THE COMPANY:

Pursuant to the shareholders'' approval obtained at the Extra Ordinary General Meeting held on 13^th June, 2016, the name of the Company is changed from “Vipul Dyechem Limited” to “Vipul Organics Limited” w.e.f. 19^th July, 2016.

SHARE CAPITAL:

There was no change in the share capital of the Company during the year. As on 31^st March,2016, the paid up share capital of the Company stood at Rs. 5,47,45,000/- (Rupees Five Crores Forty Seven Lacs Forty Five Thousand Only) divided into 54,74,500 Equity Shares of Rs. 10/- (Rupees Ten) each.

Pursuant to the shareholders'' approval obtained at the Extra Ordinary General Meeting held on 13^th June, 2016, on 6^th July, 2016 the Company has issued and allotted 22,50,000 warrants for cash at an issue price of Rs. 40/- (Rupees Forty only) each (including premium of Rs. 30/- (Rupees Thirty only) each) on preferential basis to the promoters and others, carrying an option / entitlement to subscribe to equivalent number of Equity Shares of Rs. 10/- (Rupees Ten) each within a period of 18 months from the date of their issue.

DIVIDEND:

The Company''s overall performance during the year under review was satisfactory. Your Directors have pleasure in recommending payment of dividend of Re. 0.80/- (8%) per share of Rs. 10/- each on the Company''s Share Capital (previous year Re. 0.80/-(8%) per share). This will absorb total cash outflow of Rs. 52.32 Lacs (previous year Rs. 51.76 Lacs) including Corporate Dividend Distribution Tax of Rs. 8.52 Lacs (previous year Rs. 7.96 Lacs).

DIRECTORS AND KEY MANAGARIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Pravinchandra B. Shah, Chairman& Non-Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The Board of Directors of the Company in its meeting held on 12^th February,2016, re-appointed Dr. Shiv Nath Sahai as Whole Time Director of the Company (designated as Whole Time Director & CFO) of the Company for a further period of one year w.e.f. 1^st April, 2016 to 31^st March, 2017,subject to the approval of shareholders. However, Dr. Shiv Nath Sahai resigned from the directorship of the Company w.e.f. closing hours of 2^nd May, 2016 due to his personal reasons. Furthermore, considering the long association and vast experience of Dr. Shiv Nath Sahai, the Board of Directors of the Company again appointed Dr. Shiv Nath Sahai as Whole Time Director of the Company (designated as Whole Time Director & CFO) for a period from 1^st October, 2016 to 30^th September, 2017, subject to the approval of shareholders. The Company has received a notice along with requisite deposit from a member of the Company under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director of the Company. Your Board recommends for his appointment.

Further, the Board of Directors of the Company re-appointed Mr. Vipul P. Shah as Managing Director of the Company for a further period of three year w.e.f. 15^th June, 2016 to 14^th June,2019, subject to the approval of shareholders. Your Board recommends for his re-appointment.

As stipulated under the Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, brief resume of the Directors proposed to be appointed/re-appointed are given in the Notice convening Annual General Meeting.

Mr. Nilesh Dubey was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 16^th December, 2015 and he resigned w.e.f. 24^th December, 2015.

Ms. Mitali Shah was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 12^th February, 2016. 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 Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report, except issue and allotment of 22,50,000 warrants for cash at an issue price of Rs. 40/- (Rupees Forty only) each (including premium of Rs. 30/- (Rupees Thirty only) each) on preferential basis to the promoters and others, carrying an option / entitlement to subscribe to equivalent number of Equity Shares of Rs. 10/- (Rupees Ten) each within a period of 18 months from the date of their issue.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure I.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company''s 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.

The notice of Board meeting 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 is circulated 7 days prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met six times during year as per details given in the Report on Corporate Governance. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE AND ITS COMPOSITION:

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 Company''s internal control and financial reporting process.

As on 31^st March, 2016, 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 Audit Committee of the Company.

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) of the Companies Act, 2013 state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31^st March,2016 and of the profit of the Company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and determination of salary of Directors, Senior Management Personnel and any other employees of the Company. The Remuneration Policy is stated in the Report on Corporate Governance.

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 being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT 2013:

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans, guarantee or investment made by your Company under Section 186 of the Companies Act, 2013 during the financial year 2015-16 are given under Notes to Accounts on Financial Statements.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a Policy for evaluation of the performance of the Directors, Key Managerial Personnel and Senior Management Personnel. Based on the consideration of various parameters, gathered from all Directors, the performance of the Board and individual Directors is evaluated. Besides, the Board has also developed a system to evaluate the performances of each of executive, non-executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors and the value addition provided by them.

The Policy, inter alia, provides the criteria for performance evaluation of Directors consisting of:

i. Attendance of the directors at the Meetings and the quality of contribution at Board and it''s Committee/s meetings;

ii. Participation of such director in the company''s business and attribution to the strategic plans of the Management;

iii. Relationship with other Board members and other officials of the Senior Management;

iv. Sharing of knowledge and experience for the benefit of the Company.

During the year under review, a separate meeting of the Independent Directors was held for evaluation of performance of no independent directors, performance of the Board as a whole and performance of the Chairman.

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

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company''s operations in future.

WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil Mechanism Policy is explained in the Report on Corporate Governance and also posted on the website of the Company. We affirm that during the financial year 2015-16, no employee or director was denied access to the Audit Committee.

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 business 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.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai is appended as Annexure - II and forms part of this report.

In respect to the Secretarial Auditors'' remarks in their report, the Company would like to state as under:

(a) As required under Section 203 of the Companies Act, 2013, the Company was looking for a suitable candidate for appointment as Company Secretary & Compliance Officer and has appointed the same on 16th December, 2015.

(b) Mr. Arvind Patel did not intimate his Director Identification Number to the Company, due to which the company was not able to file the form DIR-12 in respect of his cessation from the directorship of the Company effective from 1st April, 2015 under Section 167(1)(b) of the Company Act, 2013.

(c) Disclosures as required under Clause 32 of the Listing Agreement in the Annual Report for the financial year 2014-15 was inadvertently missed out by the Company.

INTERNAL AUDIT:

The Company has appointed M/s. Amit Desai & Associates, Chartered Accountants, Mumbai, as its Internal Auditor. The internal Auditor monitors and evaluates the effectiveness and adequacy of internal control system in the Company, its compliances with operating systems, accounting procedure and policies at all locations of the Company and reports the same on quarterly basis to the Audit Committee.

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 adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. There was no complaint on sexual harassment during the year under review.

SUBSIDIARY COMPANY:

Shree Ambika Naturals Private Limited is a subsidiary of the Company.

Pursuant to the provision of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of subsidiary in Form AOC 1 is annexed as Annexure III.

The statement also provides the details of performance, financial position of the subsidiary.

The Company does not have any joint venture and associate company.

CONSOLIDATED FINANCIAL STATEMENTS:

As required under Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and its subsidiary, which form part of the Annual Report.

REPORT ON CORPORATE GOVERNANCE:

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

- Management Discussion and Analysis

- Report on Corporate Governance

- Auditors'' Certificate regarding compliance with conditions of Corporate Governance PARTICULARS OF REMUNERATION:

Details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, are appended to this report as Annexure IV.

STATUTORY AUDITORS:

M/s. J. A. Rajani & Co., Chartered Accountants (FRN: 108331W), Mumbai, the Statutory Auditors of your Company hold office as such upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013 and they are not disqualified from being appointed as Auditor.

Your Directors recommend the re-appointment of M/s. J. A. Rajani & Co., Chartered Accountants, Mumbai, as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company and to audit financial statements for the financial year 2016-17.

AUDITORS'' REPORT:

The observation made by the Auditors'' in their Report on the Standalone Financial Statement is self-explanatory and need not any further comments. There is no observation, qualification or adverse remark in Auditors'' Report on Consolidated Financial Statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details regarding Conservation of energy, technology absorption, foreign exchange earnings and outgo is given as in Annexure V.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Financial Institution, Banks, Government Authorities, Vendors and Shareholders and all organizations connected with its business during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Place: Mumbai Pravinchandra B. Shah

Date: 25^th July, 2016 Chairman

---

Mar 31, 2015

The Directors have great pleasure in presenting Annual Report of your Company comprising the Audited Financial Statements for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS: (Rs. in lacs)

Sr. Particulars Current Year ended Previous Year ended No. 31st March, 2015 31st March, 2014

1. Total revenue 5,248.47 4,421.39

2. Less: Expenditure except Finance Cost & Depreciation 4,998.11 4,225.89

3. Profit before Finance Cost, Depreciation & Tax 250.36 195.50

Less: Finance Cost 66.70 56.33

Less: Depreciation 66.73 42.75

4. Profit before tax 116.93 96.42

Less: Provision for Tax 37.92 32.05

7. Profit After Tax 79.01 64.37

8. Balance brought forward from previous year 271.32 255.24

9. Profit available for appropriation 350.32 319.61

10. Tax Adjustments 5.39 2.93

11. Proposed Dividend 43.80 43.80

12. Tax on Dividend 7.96 7.42

13. Surplus carried to Balance Sheet 292.46 271.32

RESULTS OF OPERATIONS:

During the year under review, the Company has registered a sale of Rs.5,236.68 Lacs (previous year Rs.4,415.72 Lacs) and Net Profit after Tax of Rs.79.01 Lacs (previous year Rs.64.37 Lacs).

SHARE CAPITAL:

There was no change in the share capital of the Company during the year 2014-15.

DIVIDEND:

The Company's overall performance during the year under review was satisfactory. Your Directors have pleasure in recommending payment of dividend of Rs.0.80/- (8%) per share (of Rs.10/- each) on the Company's Share Capital (previous year Re. 0.80/- (8%) per share). This will absorb total cash outflow of Rs. 51.76 Lacs (previous year Rs.51.22 Lacs) including Corporate Dividend Distribution Tax of Rs.7.96 Lacs (previous year Rs.7.42 Lacs).

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Dr. S N Sahai, Whole time Director & CFO of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Further, the Board of Directors of the Company re-appointed Dr. S. N. Sahai as Whole time Director of the Company (designated as Whole time Director & CFO) of the Company for a further period of one year w.e.f. 1st April, 2015 to 31st March, 2016. The Company has received a notice along with requisite deposit from a member of the Company under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director of the Company. Your Board recommends his re-appointment.

The office of Mr. Arvind Patel becomes vacant as per the provisions of Section 167(1)(b) of the Companies Act, 2013 since he did not attend any meeting during the financial year 2014-15.

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 Companies Act, 2013 and under Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

As stipulated under the Clause 49 of the Listing Agreement with BSE Limited and Ahmedabad Stock Exchange, brief resume of the Directors proposed to be appointed/re-appointed are given in the Notice convening Annual General Meeting.

The Board of Directors in its meeting, re-designated Mr. Vipul P Shah as Chairman & Managing Director of the Company and Mr. Pravinchandra B Shah shall act as Non Executive Non Independent Director of the Company.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure I.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company's/ business policy and strategies apart from other business. 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 Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors of the Company. Usually, meetings of the Board are held in Mumbai, Maharashtra. The agenda of the Board / Committee meetings is circulated 7 day prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met six times during year as per details given in the Report on Corporate Governance. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE AND ITS COMPOSITION:

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 Company's internal control and financial reporting process.

As on 31st March, 2015, the Audit Committee comprised of Mr. Prasannakumar Gawde, Mr. Jagdeep Mehta, Independent Directors and Mr. Vipul P. Shah, Managing Director of the Company.

Mr. Prasannakumar Gawde is the Chairman of Audit Committee of the Company.

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) of the Companies Act, 2013 state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and determination of salary of Directors, Senior Management Personnel and any other employees of the Company. The Remuneration Policy is stated in the Report on Corporate Governance.

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 being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT 2013:

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis. No Material Related Party Transactions were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans, guarantee or investment made by your Company under Section 186 of the Companies Act, 2013 during the financial year 2014-15 are given under Notes to Accounts of financial statements.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has adopted a Policy for evaluation of the performance of the Directors, Key Managerial Personnel and Senior Management Personnel. Based on the consideration of various parameters, gathered from all Directors, the performance of the Board and individual Directors is evaluated. Besides, the Board has also developed a system to evaluate the performances of each of executive and non-executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors and the value addition provided by them.

The Policy, inter alia, provides the criteria for performance evaluation of Directors consisting of ;

i. Attendance of the directors at the Meetings and the quality of contribution at Board and it's Committee/s meetings;

ii. Participation of such director in the Company's business and attribution to the strategic plans of the Management;

iii. Relationship with other Board members and other officials of the Senior Management;

iv. Sharing of knowledge and experience for the benefit of the Company.

During the year under review, a separate meeting of the Independent Directors was held for evaluation of performance of non-independent directors, performance of the Board as a whole and performance of the Chairman.

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

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on Company's operations in future.

WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil Mechanism Policy is explained in the Report on Corporate Governance and also posted on the website of the Company. We affirm that during the financial year 2014-15, no employee or director was denied access to the Audit Committee.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai is appended as Annexure – II and forms part of this report.

SECRETARIAL AUDITORS' REPORT:

In respect to the Secretarial Auditors' remarks in their report, the Company would like to state as under:

(a) as required under Section 203 of the Act, the Company is yet to appoint a Company Secretary; The Company is in precess of appointing Whole-Time Company Secretary.

(b) in respect of dividend declared on equity shares in the Annual General Meeting of the Company held on 30th September, 2014 the amount of dividend to be paid to members was transferred to a separate dividend account on 7th October, 2014;

The transfer of dividend amount to separate dividend account was delayed inadvertently.

(c) one of the director of the Company, Mr. Arvind Patel is yet to obtain Director Identification Number; however due to non-attendance of all meetings of the Board of Directors held during the audit period, the director has vacated his office in terms of section 167(1)(b) of the Act; the mandatory declaration/disclosure have also not been received from the said director; and

The above remark is self explanatory

INTERNAL AUDIT:

The Company has appointed M/s. Amit Desai & Associates. Chartered Accountants, Mumbai, as its Internal Auditor. Internal Auditor has given his report on quarterly basis to the Audit Committee.

Based on the report of internal audit function the Board takes corrective action in the specific areas observed and thereby to strengthen the controls on significant audit observations, corrective actions thereon are presented to the Audit Committee of the Board.

COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company has appointed M/s. Y S Gokhale & Associates, Cost Accountants, Mumbai as Cost Auditors of the Company to conduct audit of cost records for the financial year 2014-15, at a remuneration of Rs.50,000/- p.a., subject to approval for remuneration of the shareholders of the Company. As per the provisions of Companies (Cost Records and Audit) Rules, 2014 notified on 30th June, 2014, the Company is not required to appoint Cost Auditors for the financial year 2014-15 onwards.

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 adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. There was no complaint on sexual harassment during the year under review.

DELISTING OF EQUITY SHARES OF THE Company:

The Equity shares of the Company have been delisted from Delhi Stock Exchange Limited since the exchange has been derecognized by SEBI vide its order dated 19th November, 2014.

SUBSIDIARY Company:

Shree Ambika Naturals Private Limited is a subsidiary of the Company. The Company does not have any Associate Company.

Pursuant to the provisions of Section 129(3) of the Companies Acts, 2013 a statement containing the salient features of the financial statements of the subsidiary in Form AOC-1 is attached as Annexure III.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement entered into with the stock exchange, the following have been made a part of the Annual Report and are attached to this report:

- Management Discussion and Analysis

- Report on Corporate Governance

- Auditors' Certificate regarding compliance with conditions of Corporate Governance

COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", as part of this Annual Report.

PARTICULARS OF REMUNERATION:

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of the ratio of remuneration of each Director to the median employee's remuneration are appended to this report as Annexure IV.

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

AUDITORS:

M/s. J. A. Rajani & Co., Chartered Accountants, Mumbai, the Statutory Auditors of your Company hold office as such upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013 and they are not disqualified from being appointed as Auditor.

Your Directors recommend the re-appointment of M/s. J. A. Rajani & Co., Chartered Accountants, Mumbai, as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company and to audit financial statements for the financial year 2015-16.

AUDITOR'S REPORT:

With regard to observation made by the Auditors' in their Standalone and Consolidated Report, your Directors would like to state that:

1. Regarding the non-payment of Professional Tax of Subsidiary Company amounting to Rs.0.27 Lacs, we state that the Company is in process of making payment of the same.

2. The Company has disputed the demand of Rs.0.55 Lacs raised by the Income Tax Department in respect of Assessment Year 2002-03 and for Rs.3.16 Lacs in respect of Assessment Year 2011-12 for which appeal is filed with the Income Tax Appellate Tribunal, Mumbai and Commissioner of Income Tax, Mumbai respectively. The Company is hopeful of winning the appeal.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details regarding Conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure V.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Financial Institution, Banks, Government Authorities, Vendors and Shareholders and all organizations connected with its business during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of executives, staff and workers of the Company.

For and on Behalf of the Board of Directors

Place: Mumbai Vipul P Shah

Date: 11th August, 2015 Chairman & Managing Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting herewith Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2014.

Financial highlights:

(Rupees in Lacs)

Particulars Year ended Year ended 31st March, 2014 31s March, 2013

Total revenue 4,421.39 3,429.71

Less: Expenditure Except Finance Cost & 4,225.89 3,259.77 Depreciation

Profit before Finance Cost, Depreciation & Tax 195.50 169.94

Less: Finance Cost 56.33 48.00

Less: Depreciation 42.75 32.48

Profit before tax 96.42 89.46

Less: Provision for Tax 32.05 26.58

Profit After Tax 64.37 62.88

Balance brought forward from previous year 255.24 246.28

Profit available for appropriation 319.61 309.16

Tax Adjustments 2.93 2.01

Proposed Dividend 43.80 43.80

Tax on Dividend 7.42 8.11

Surplus carried to Balance Sheet 271.32 255.24

Operations:

The Company earned revenue from operations of Rs. 4,421.39 Lacs during the year as compared to Rs. 3,429.71 Lacs during the previous year. The Profit before tax has been increased to Rs. 96.42 Lacs from Rs. 89.46 Lacs in the previous year. After considering the provision for taxation of Rs. 32.05 Lacs (previous year Rs. 26.58 Lacs), your Company could achieve a net profit of Rs. 64.37 Lacs during the year (previous year Rs. 62.88 Lacs).

Dividend:

Considering financial performance of the Company, your Directors recommend the payment of dividend @ Re. 0.80(8%) [Previous year Re. 0.80 (8%)] for the financial year ended 31st March, 2014. The dividend on Equity shares, if approved by the members, would involve an outflow of Rs. 43.8 Lacs towards dividend and Rs. 7.42 Lacs towards dividend tax, resulting in a total outgo of Rs. 51.22 Lacs.

Public Deposits:

Your Company has not accepted/renewed any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 read with Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

Directors:

The Board of Directors of the Company re-appointed Dr. S. N. Sahai as Whole time Director (re-designated as Whole time Director & Chief Financial Officer) of the Company for a further period of one year w.e.f. 1st April, 2014 to 31st March, 2015.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Pravinchandra B Shah, Chairman of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board of Directors of the Company appointed Mrs. Trupti Shah as an Additional Independent Director of the Company w.e.f. 1st June, 2014. In terms of the provisions of Section 161 of the Companies Act, 2013, Mrs. Trupti Shah holds office as such upto the date of the ensuing Annual General Meeting of the Company. The Board recommends the appointment of Mrs. Trupti Shah as an Independent Director of the Company for a period of 5 years w.e.f. 1st June, 2014 till 31st May, 2019.

Further, in terms of the provisions of Section 149 and 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 which became effective from 1st April, 2014, an Independent Director of a Company can be appointed for a term of 5 consecutive years and shall not be liable to retire by rotation. To comply with these provisions, it is proposed to appoint Mr. Jagdeep Mehta as an Independent Director of the Company to hold office as such upto 31st March, 2019, who shall not be liable to retire by rotation.

The Company has received notices from member under section 160 of the Companies Act, 2013 together with necessary deposits proposing their candidature for the office of Director of the Company. The Company has also received declaration from Mr. Jagdeep Mehta and Mrs. Trupti Shah confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with Stock Exchanges. The Board recommends the appointment of Mr. Jagdeep Mehta and Mrs. Trupti Shah as Independent Directors of the Company in terms of the provisions of the Companies Act, 2013.

Your Board also recommends for re-appointment of Dr. S. N. Sahai and Mr. Pravinchandra B Shah.

Brief resume of the Directors proposed to be appointed/re-appointed as stipulated under the Clause 49 of the Listing Agreement with Stock Exchanges are given in the Notice convening the Annual General Meeting.

Auditors:

M/s J. A. Rajani & Co., Chartered Accountants, Mumbai (FRN:108331W), the Statutory Auditors of your Company hold office as such, upto the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and their re-appointment, if made, would be within the limits prescribed under Rule 4(c) of Section 139 of the Companies Act, 2013 and they are not disqualified for being appointed as Auditors.

Your Directors recommend the re-appointment of M/s J. A. Rajani & Co., Chartered Accountants, Mumbai as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company and to audit financial accounts for the financial year 2014-15.

Auditor''s Report:

With regard to observation made by the Auditors'' in their report, your Directors would like to state that:

1. Regarding the non-payment of dividend distribution tax of Rs. 14.64 Lacs and Profession Tax of Rs. 0.35 Lacs, we state that the Company is in process of making payment of the same.

2. The Company has disputed the demand of Rs. 0.55 Lacs raised by the Income Tax Department in respect of Assessment Year 2002-03 and for Rs. 3.16 Lacs in respect of Assessment Year 2011-12 for which appeal is filed with the Income Tax Appellate T ribunal, Mumbai and Commissioner of Income Tax, Mumbai respectively. The Company is hopeful of winning the appeal.

Cost Auditors:

Pursuant to the provisions of Section 233B of Companies Act, 1956 and in terms of Circular No. F. No. 52/26/CAB-2010 dated 30th June, 2011 and 52/26/CAB-2010 dated 24th January, 2012 issued by the Ministry of Corporate Affairs, Cost Audit Branch, the Company has appointed M/s. Y. S. Gokhale & Associates, Cost Accountants, Mumbai, as Cost Auditors of the Company for Audit of the cost accounting records for the financial year 2013-14.

As per the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company has appointed M/s. Y. S. Gokhale & Associates, Cost Accountants, Mumbai, as Cost Auditors of the Company to conduct the cost audit for the financial year 2014- 15, at a remuneration of Rs. 50,000/- (Rupees Fifty Thousand Only) plus service tax and out of pocket expenses. The approval of Shareholders is sought for payment of remuneration to the said Cost Auditors.

Directors'' Responsibility Statement:

In accordance with the provisions of Section 217(2AA) of Companies Act, 1956, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the profits of the Company for the period ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) they have prepared the annual accounts on a "Going Concern" basis.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange:

As required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, particulars regarding conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo for the year under review are annexed to this report and marked as "Annexure A".

Subsidiary Company and Consolidated Financial Statements:

Shree Ambika Naturals Private Limited is a subsidiary of the Company which is engaged in the business of manufacturing and trading of Natural Chemicals, Colours and Organic and Inorganic Dye stuff.

A statement containing brief financial details of the Company''s subsidiary for the year ended 31st March, 2014 is annexed to this report and marked as "Annexure B".

The Ministry of Corporate Affairs vide its General Circular No: 2/2011 dated 8th February, 2011 have granted general exemption from attaching the Balance Sheet of subsidiary company with the holding Company''s Balance Sheet, if the holding company presents in its Annual Report the Consolidated Financial Statements duly audited by its Statutory Auditors. The Company is publishing Consolidated Financial Statements in the Annual Report, hence the Balance Sheet of subsidiary company is not attached with the Company''s Balance Sheet.

The annual accounts of the above referred subsidiary company and the related detailed information shall be made available to the shareholders of the Company and the subsidiary company on request and will also be kept open for inspection at the Registered Office of the Company and of the subsidiary company during the office hours on all working days and during the Annual General Meeting and also on the Company''s website

i.e. www.vipuldyes.com.

Corporate Governance Report:

Pursuant to Clause 49 of the Listing Agreement entered with the Stock Exchanges, the following have been made a part of the Annual Report and are attached to this report:

Management Discussion and Analysis Report

Corporate Governance Report

Auditors'' certificate regarding compliance of conditions of Corporate Governance Particulars of Employees under Section 217(2A) of the Companies Act, 1956

During the year under review, no employee was in receipt of remuneration exceeding the limit prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, hence your directors have nothing to report in this regard.

Delisting of Equity Shares of the Company:

During the year under review, the Company has applied for delisting its Equity Shares from the Ahmedabad Stock Exchange Limited and The Delhi Stock Exchange Association as the listing fees paid to both these Stock Exchanges is disproportionate to the shares dealt in. The Directors bearing in mind the benefit of Company and Shareholders decided to delist the Equity shares of the Company from these Stock Exchanges.

The Equity Shares of the Company will continue to be listed on BSE Limited.

Acknowledgements:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Financial Institution, Banks, Government Authorities, Vendors and Shareholders and all organizations connected with its business during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Place: Mumbai Pravinchandra B. Shah

Date : 12th August, 2014 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting herewith Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2012.

Financial highlights:

(Rupees in Lacs)

Particulars Year ended Year ended 31st March, 2012 31st March, 2011

Total revenue 2891.34 3307.88

Less: Expenditure except Finance Cost and Depreciation 2736.78 3106.39

Profit before Finance Cost, Depreciation & Tax 154.56 201.50

Less: Finance Cost 46.59 40.00

Less: Depreciation 26.84 22.91

Profit before tax 81.13 138.59

Less: Provision for Tax 25.92 42.23

Profit after Tax 55.21 96.36

Balance brought forward from previous year 252.42 207.21

Profit available for appropriation 307.63 303.57

Tax Adjustments 10.44 0.45

Proposed Dividend 43.80 43.48

Tax on Dividend 7.12 7.22

Surplus carried to Balance Sheet 246.28 252.42

Operations:

The Company could earn revenue from operations of Rs. 2,885.35 Lacs during the year as compared to Rs. 3,298.32 Lacs during the previous year. The Profit before tax has been reduced to Rs. 81.13 Lacs from Rs. 138.59 Lacs in the previous year. After considering the provision for taxation of Rs. 25.92 Lacs (previous year Rs. 42.23 Lacs), your Company could achieve a net profit of Rs. 55.21 Lacs during the year (previous year Rs. 96.36 Lacs).

Dividend:

Due to unfavourable market conditions during the year under review, the Company could make a net profit of Rs. 55.21 lacs only. In these conditions, your Directors recommend the payment of dividend @ Re. 0.80 (8%) [previous year Re. 0.80 (8%)] for the financial year ended 31st March, 2012. The dividend on Equity shares, if approved by the members, would involve an outflow of Rs. 43.80 Lacs towards dividend and Rs. 7.11 Lacs towards dividend tax, resulting in a total outgo of Rs. 50.91 Lacs

Public Deposits:

During the year under review, the Company has not accepted/renewed any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956.

Directors:

During the year under review, Dr. S. N. Sahai was re-appointed as Whole Time Director of the Company for a period from 15th December, 2011 to 30th June, 2012 and again for a period from 1st July, 2012 to 31st March, 2013, subject to approval of the members.

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Prasannakumar Gawde and Mr. Jagdeep Mehta, Directors of the Company retire by rotation at the ensuing

Annual General Meeting and being eligible, have offered themselves for re-appointment.

Your Directors recommend the re-appointment of Mr. Prasannakumar Gawde and Mr. Jagdeep Mehta as Directors and Dr. S. N. Sahai as Whole time Director of the Company.

Brief resume of the Directors proposed to be re-appointed as stipulated under clause 49 of the Listing Agreement entered into with BSE Limited are given in the Notice convening the Annual General Meeting.

Change in Share Capital of the Company

On 23rd August, 2010 the Company issued and allotted 19,75,000 Warrants on preferential basis convertible into equivalent number of Equity Shares of Rs. 10/- each at an issue price of Rs. 20/- (including premium of Rs. 10/- per share) to the persons in Promoter Group and others. The Preferential Allotment was made in accordance with the provisions of Chapter VII of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009.

On 31st March, 2011, the Company issued and allotted 8,50,000 Equity Shares of Rs. 10/- each upon conversion of 8,50,000 warrants issued on preferential basis. Further, on 22nd February, 2012, the Company issued and allotted 40,000 Equity Shares of Rs.10/- each upon conversion of 40,000 Warrants issued on preferential basis.

Remaining 10,85,000 Warrants issued to the Promoter group and others stand cancelled and accordingly application money amounting to Rs. 54,25,000/-, being 25% of issue price received upon issue of Warrants, stands forfeited and transferred to Capital Reserve.

Based on the above changes, the issued, subscribed & paid up Capital of the Company has increased to Rs. 5,47,45,000/- divided into 54,74,500 Equity shares of Rs.10/- each.

Auditors' Report

With regard to observations made by the Auditors' in their report, your Directors would like to state that:

1. Regarding the non payment of dividend distribution tax of Rs. 12.88 Lacs, we state that the Company is in process of making payment of the same.

2. The Company has disputed the demand of Rs. 0.55 Lacs raised by the Income Tax Department in respect of Assessment Year 2002-03 and has made an appeal before the Income Tax Appellate Tribunal, Mumbai. The Company is hopeful of wining the appeal.

Auditors:

M/s J. A. Rajani & Co., Chartered Accountants, Mumbai, the Statutory Auditors of your Company hold such office till the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Your Directors recommend the re-appointment of M/s J. A. Rajani & Co., Chartered Accountants, Mumbai, as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company and to audit financial accounts for the financial year ending 31st March, 2013.

Directors' Responsibility Statement:

In accordance with the provisions of Section 217(2AA) of Companies Act, 1956, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

b) they have selected such accounting polices 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 as on 31st March, 2012 and of the profit of the Company for the period ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange:

As required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo for the year under review are annexed to this report and marked as "Annexure A".

Subsidiary Company and Consolidated Financial Statements :

Shree Ambika Naturals Private Limited is a subsidiary of the Company which is engaged in the business of manufacturing and trading of natural Chemicals, Colors, Organic and Inorganic Dye stuff.

A statement containing brief financial details of the Company's subsidiary for the period ended 31st March, 2012 is included in the Annual Report and marked as "Annexure B".

The Ministry of Corporate Affairs vide its General Circular No: 2/2011 dated 8th February, 2011 have granted general exemption from attaching the Balance Sheet of subsidiary company with the holding Company's Balance Sheet, if the holding company presents in its Annual Report the Consolidated Financial Statements duly audited by its Statutory Auditors. The Company is publishing Consolidated Financial Statements in the Annual Report, hence the Balance Sheet of subsidiary company is not attached with the Company's Balance Sheet.

The annual accounts of the above referred subsidiary company and the related detailed information shall be made available to the share holders of the Company and the subsidiary company on request and will also be kept open for inspection at the Registered Office of the Company and of the subsidiary company during the office hours on all working days and during the Annual General Meeting and also on the Company's website i.e. www.vipuldyes.com.

Corporate Governance Report:

Pursuant to Clause 49 of the Listing Agreement with BSE Limited, the following have been made a part of the Annual Report and are attached to this report:

- Management Discussion and Analysis Report

- Corporate Governance Report

- Auditors' certificate regarding compliance of conditions of Corporate Governance Particulars of Employees under Section 217(2A) of the Companies Act, 1956

During the year under review, no employee was in receipt of remuneration exceeding the limits prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended. Hence your directors have nothing to report in this regard.

Acknowledgements:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Financial Institution, Banks, Government Authorities, Vendors and Shareholders and all organizations connected with its business during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Place: Mumbai Pravinchandra B. Shah

Date : 14th August, 2012 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting herewith Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March 2010.

Financial highlights:

The financial figures for the year under review are given below:

(Rs.in lacs)

Particulars 2009-2010 2008-2009

Turnover 2,654.17 2,360.68

Profit (Before Depreciation, Interest & Taxation) 144.22 145.01

Less: Depreciation 19.46 19.86

Less: Interest 41.32 47.70

Profit before Tax 83.43 77.45

Less: Provision for Taxation 27.41 24.94

Profit after Tax 56.01 52.51

Add: Balance brought forward from Previous Year 200.30 186.07

Surplus Available for Appropriation 256.32 238.58

Proposed Dividend 36.68 27.51

Tax on Dividend 5.67 4.25

Deferred tax adjustment earlier year 6,76 6.52

Balance carried to Balance Sheet 207.21 200.30



Operations:

Your Directors are pleased to inform you that the Company has achieved a turnover of Rs. 2654.17 Lacs during the year as compared to Rs. 2360.68 Lacs during the previous year. The Profit before tax has been increased to Rs. 83.43 Lacs from Rs. 77.45 Lacs in the previous year. After considering the provision for taxation of Rs. 27.41 Lacs (previous year 24.94 Lacs), your Company has achievedanet profit of Rs.56.01 Lacs (previous year52.51 Lacs) during the year.

Dividend:

The Companys overall performance during the year under review was satisfactory. Your Directors are pleased to recommend the payment of dividend @ Re. 0.80 (8%) (previous year Re. 0.60 (6%)) for the financial year ended 31st March 2010. The dividend on Equity shares, if approved by the members will be paid to those members whose names appear on the Register of Members on 30th September 2010 and would involve an outflow of Rs. 36.68 Lacs towards dividend and Rs. 5.67 Lacs towards dividend tax, resulting in a total outgo of Rs. 42.34 Lacs.

Public Deposits:

During the year under review, the Company has not accepted/renewed any deposits from the public within the meaning of Section 58Aand 58AAof the Companies Act, 1956.

Directors:

In accordance with Articles of Association of the Company Mr. Prasannakumar Gawde and Mr. Jagdeep Mehta, Directors of the Company retire by rotation and being eligible offered themselves for re-appointment at the ensuing Annual General Meeting.

During the year under review Mr. R. L. Rathod and Dr. Anil S. Salvi has resigned from the Directorship of the Company w.e.f. 15th July 2010. Your directors place on record their sincere appreciation for their valuable services and guidance given to the Company during their tenure.

The Board of Directors re-appointed Mr. Vipul P. Shah as Managing Director of the Company for a further period of 3 years w.e.f. 15th July 2010, subject to the approval of shareholders in their general meeting. Your directors recommend for your approval.

Postal ballot:

The Company conducted postal ballot process for seeking approval of the shareholders for (i) increase in Authorized Share Capital of the Company from Rs. 6 Crore to Rs. 7 Crore; (ii) alteration of Articles of Association upon increase in Authorized Share Capital; (iii) issue of 2000000 warrants convertible into even number of equity shares of Rs. 10/- each of the Company on preferential basis; (iv) to authorise the Board of Directors of the Company to take loan upto Rs. 100 Crore under Section 293(1 )(d); (v) to authorize the Board of Directors of the Company to create charge on assets of the Company under Section 293(1 )(a) of the Act.

The result of Postal Ballot process wasdeclaredon24th July 2010 and all there solutions were passed with requisite majority.

Auditors Report

With regard to observation made by the Auditors in their report your Directors would like to state that:

1. Regarding the payment of dividend distribution tax of Rs. 4.24 Lacs for the year ended on 2008-09, we state that the Company is in process of making payment of the same.

2. The Company has disputed the demand of Rs. 0.55 Lacs raised by the Income Tax Department in respect of Assessment Year 2002-03 and has made an appeal before the Income Tax Appellate Tribunal, Mumbai.

Auditors:

M/s J. A. Rajani & Co., Chartered Accountants, Mumbai, are the Statutory Auditors of the Company. The Auditors hold the office till the conclusion of ensuing Annual General Meeting. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and that if re-appointment would be within the limits prescribed under Section 224(1B)oftheCompaniesAct,1956.

Your Directors recommend the re-appointment of M/s J. A. Rajani & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company.

Directors Responsibility Statement:

The Directors confirm that

a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

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

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange:

As required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read together with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo for the year under review are annexed to this report.

Secretarial Compliance Certificate:

As required under Section 383A of the Companies Act, 1956, Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates, Practising Company Secretary is annexed to this report.

Corporate Governance Report:

Pursuant to Clause 49 of the listing agreement with the stock exchange, the following have been made a part of the annual report and are attached to this report:

- Management Discussion and Analysis

- Corporate Governance Report

- Auditors certificate regarding compliance of conditions of Corporate Governance

Personnel:

The employeremployee relation remained cordial throughout the year. The Board places on record its sincere appreciation for the valuable contribution made by employees across all levels of the organization.

The Company has no employee covered under Section 217 (2A) of the Companies Act, 1956.

Acknowledgements:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institution, Banks, Government Authorities, Vendors and Shareholders and all organizations connected with its business during the year under review. Your Directors also wish to place a record their deep sense of appreciation for the committed services of Executives, Staff and Workers of the Company.

For & on behalf of the Board of Directors

Place: Mumbai P. B. Shah

Date: 9th August 2010 Chairman