Dear Shareholders,
Your Directors are pleased to present 33rd Annual Report on the affairs of
the Company together with the Audited Statement of Accounts for the year ended March 31,
2023.
1. Performance of the Company
The Company's performance is summarized below:
Financial Results
(` in Lakhs)
Particulars |
Standalone |
Consolidated |
|
2022-2023 |
2021-2022 |
2022-2023 |
2021-2022 |
Revenue from Operations |
16451.34 |
10740.60 |
19730.23 |
19380.68 |
Other Income |
102.64 |
196.28 |
140.25 |
354.26 |
Profit / Loss before Depreciation, Finance Costs, Exceptional items and Tax Expense |
1930.44 |
826.56 |
1970.91 |
2174.46 |
Less: Depreciation/ Amortisation/ Impairment |
1551.36 |
1545.57 |
1551.36 |
1545.57 |
Profit/Loss before Finance Costs, Exceptional items and Tax Expense |
379.08 |
(719.01) |
419.55 |
628.88 |
Less: Finance Costs |
151.53 |
-- |
151.53 |
- |
Profit /Loss before Exceptional items and Tax Expense |
227.55 |
(719.01) |
268.02 |
628.88 |
Add/(Less): Exceptional Expense |
-- |
(168.66) |
-- |
(168.66) |
Profit /Loss before Tax Expense |
227.55 |
(887.67) |
268.02 |
460.22 |
Less: Tax Expense (Current & Deferred) |
167.54 |
110.79 |
167.54 |
459.80 |
Profit /Loss for the year (1) |
60.01 |
(998.46) |
100.48 |
0.42 |
Total Comprehensive Income/Loss (2) |
(51.44) |
2.22 |
(36.61) |
7.03 |
Total (1+2) |
8.57 |
(996.24) |
63.87 |
7.45 |
Balance of profit /loss for earlier years |
6512.48 |
192641.07 |
10606.48 |
195441.61 |
Less: Transfer to Reserves |
- |
- |
-- |
-- |
Less: Dividend paid on Equity Shares |
(529.75) |
(1059.41) |
(529.75) |
(1059.41) |
Less: Dividend Distribution Tax |
- |
- |
- |
- |
Add: Derecognition of subsidiary |
- |
- |
- |
294.59 |
Less: Transfer on Demerger |
- |
(184070.72) |
- |
(184070.72) |
Balance carried forward |
6042.75 |
6512.48 |
10177.23 |
10606.48 |
Performance
Standalone:
Your Company's total income during the year under review ` 16553.98 Lakhs as compared
towas ` 10936.88 Lakhs in the previous year. The Profit after tax was` 60.01 Lakhsas
compared to ` (998.46) Lakhs in the previous year.
Consolidated:
Your Company's total income during the year under review was ` 19870.48 Lakhs as
compared to ` 19734.95 Lakhs in the previous year. The Profit after tax was ` 100.48 Lakhs
as compared to ` 0.42 Lakhs in the previous year.
2. State of Company's Affairs
Today, Vakrangee has emerged as the "Go To Market Platform" for the Rural
India for our various Business verticals including the new age Fintech and Digital
platforms. We are Building One of India's Largest Last Mile Distribution Platform and
emerging as the Physical plus Digital Eco-system with a PAN INDIA Presence. V akrangee is
one of the largest franchisee-based, service retail network. We are focused on creating
India's extensive network of last-mile retail outlets at every postal code in the country,
enabling Indians to benefit from financial, social and digital inclusion. The essence of
Vakrangee lies in its unwavering determination to see that every Indian has the
opportunity to benefit from financial inclusion and access to the global marketplace.
As a means to achieve our goal, we have bundled modern-day conveniences into our new
franchisee-model of Next-Gen Vakrangee Kendra. Vakrangee through its services has tried to
bridge the gap between the rural and urban India by providing essentialities such as
Banking and ATM services, online shopping, online demat & trading account services,
Total healthcare services including unlimited tele & video consultation with
expert doctors, home blood test facility and doorstep delivery of medicines to minimize
the potential threat to the health and safety of the Vakrangee franchisees and customers
present at remotest locations.
The Company has launched a Mobile Super App based business platform primarily targeting
Rural India : BharatEasy App, India ka Super App. We have made live and activated some of
the key services like Online Shopping, Online Agriculture products, Total Healthcare
services, Online Demat Account opening, CIBIL credit score rating services as well as
Online PAN Card application services.
A unique differentiator and a Sustainable Competitive advantage is whereby our Digital
Super App platform would be able to leverage the Vakrangee On-Ground Eco-system a
vast well diversified pan India level physical store network of Vakrangee as point of
Physical Assistance especially to consumers to Semi Urban and rural remote locations.
Vakrangee Digital ventures shall leverage the Vakrangee Eco-system:
Strong Brand Recall: Vakrangee Kendra enjoys positive NPS among users (Our NPS
score is 68% as per Redseer Research)
Access to Existing Vakrangee Customer base
Access to Existing network of 20,000+ outlets for
- Physical Assistance and Consumer Awareness This Unique Proposition of Digital along
with Physical: "Phygital" would help the Digital channel to scale up fast and
would significantly reduce the costs related to acquiring customers, physical assistance,
order fulfilling and Return management of online orders. Further, leveraging physical
presence would result into better customer interaction, strong Brand recall and better
service experience and Trust for the customers.
During the year, we have introduced the exclusive district level Master Franchisee
initiatives. We have strengthened our operations by appointing Master Franchisees in 234
Districts across 27 States, who provide essential support to the existing franchisee
outlets and facilitate new franchise acquisitions. We ensure that each district-level
Franchisee is connected to their respective District-level Master
Franchisee. These Master Franchisees play a pivotal role in overseeing and ensuring
operational compliance for the franchisees within their assigned districts. They take on
the responsibility of monitoring the entire process from start to finish, maintaining a
keen focus on operational standards and adherence to our established guidelines. This
interconnected structure allows for effective supervision and support, ensuring that our
franchisees operate in alignment with our organizational objectives and deliver
high-quality services to our valued customers.
Additionally, we have expanded our reach by establishing 20,399 active transacting
Vakrangee Kendras across 29 States & UTs covering 566 districts, and 5159 postal
codes. More than 79% of these outlets are in Tier IV, Tier V and Tier VI sites. The
Company's planned target is to have a last mile presence across all postal codes, covering
each and every Gram Panchayat in the country. As we move forward to expand our network of
Vakrangee Kendras across India, we believe that our growing network will benefit immensely
from a regimented degree of standardization and consistency, in terms of the quality of
our facilities, and in terms of the service levels we offer our customers. Our aim is to
become India's largest rural distribution platform.
By 2030, we plan to have 100% Pan India coverage through our Physical Vakrangee Kendra
outlet network along with BharatEasy Digital Mobile App. Our target is to reach 3 lakh +
outlets along with Minimum 15,000+ ATMs. We are currently Building a Pan India District
level Master franchisee network which would result in strong on-ground operational
management as well as Higher scalability in future. We Plan to achieve 100% District level
Master Franchisee coverage by March 2024. With this, Our plan is to achieve a Revenue
target of US$ 1 Billion by 2030 along with a Gross Transaction Value of more than US$ 150
Billion.
Further, your Company has been successful in benchmarking Company's performance on a
wide range of industry specific economic, environmental, governance and social criteria
that are relevant to the growing focus on Business sustainability and financially relevant
to the corporate success. Global recognition reflects company's commitment to further
enhance its corporate governance and transparency standards. Company has achieved Global
recognition across various platforms for its superior ESG performance and long term
Business sustainability.
In 2022, Vakrangee has been recognized by Sustainalytics as an ESG Global 50 Top Rated
company. Vakrangee Limited has been identified as a top ESG performer out of more than
4,000 comprehensive companies that Sustainalytics cover in the global universe.
Vakrangee Limited has also been honored to be included in this year's Sustainability
Yearbook 2022, published by S&P Global. Vakrangee has earned "S&P Global
Bronze Class" spot in the yearbook in the Corporate Sustainability Assessment (CSA)
survey. The Sustainability Yearbook 2022, published by S&P Global is one of the
world's most comprehensive publications providing in-depth analysis on corporate
responsibility. This annual ranking showcases the sustainability performance of the
world's largest companies in each industry as determined by their score in the annual
Corporate Sustainability Assessment (CSA). In 2022 S&P Global has assessed over 7,500
companies across 61 industries this year.
At Vakrangee, we have always attempted to be a Responsible and Socially Conscious
company. This rating is a validation of our belief and commitment to our Business model of
Nextgen Vakrangee Kendras. Through our network of kendras, we are taking the financial and
digital literacy to the bottom of the socioeconomic pyramid and serving as the last-mile
link to connect India's unserved and underserved rural and urban citizens by offering them
the same products and services at the same time, competitive price and same service
levels. We are acting as the biggest equaliser by bridging the gap between the urban and
rural population in India.
We have mapped our sustainability initiatives with the United Nation's Sustainable
Development Goals. The goals are a blueprint to achieve a better tomorrow. Our aim is to
efficiently adopt these goals and address the global challenges, which includes poverty,
inequality, climate, environmental degradation, prosperity, and peace and justice.
Vakrangee Limited has been accepted as a Signatory of the United Nations Global
Compact. We are now part of a global network of over 9,500 companies and 3,000
non-business participants that are committed to building a sustainable future. The UN SDG
goals are interconnected, and we intend to implement them in order to make the world a
better place. We believe that businesses can have a positive impact on the societies they
serve. Our principles of sustainability define how Vakrangee delivers responsible and
sustainable growth.
Your Company's Membership number for United Nations Global Compact is as
follows: Participant ID 138851
Vakrangee's Impact Sustainability & ESG (Impact -ESG) -
https://vakrangee.in/overview.html
COP (Communication on Progress) Policy -
https://vakrangee.in/pdf/Franchisee/overview/
Communication%20of%20Progress%20(COP)%20 Policy.pdf
Update on Business Operations
Our financial results has been reported on Post demerger basis. We have witnessed
growth in terms of Revenue & Profitability on YoY basis post demerger. However, our
Profitability has been impacted as we are re-investing our Operational cash flows for
enhancing Franchisee incentives as well as building a Pan India district level Master
Franchisee network.
Our Total Income stood (Standalone) ` 165.54 at crore in FY2022-23 as against `
109.37 crore for the corresponding last year, registering a growth of 51.36%. PAT stood at
` 0.60 crore. Our Full Year GTV (Gross Transaction value) crossed ` 51,000 crores and
Total number of Transactions crossed 12.23 crores.
Our Current Focus has been on Expanding our Presence through Building Master Franchisee
network & to Strengthen our First Mover Advantage. We are currently
Building a Pan India District level Master franchisee network which would result in
strong on-ground operational management as well as better scalability in future. Further,
we also believe our Brand awareness and store awareness has increased significantly post
COVID-19 pandemic as our kendras have been open and are providing key essential services
in their neighborhoods, due to which we believe we shall emerge as the store of choice for
our customers for all their Essential needs. With the development of the Digital Economy,
India is fastly moving towards Digital Payment Mechanisms and Emerging as a Cashless
Society. With the fast pace of digital payment penetration, Cash transactions such as ATM
& Banking transactions are expected to witness slow down. Therefore, there would be
profitability & viability challenges for standalone business models such as only White
Label ATMs, only Banking (AEPS) provider, only Money Transfer providers which are
dependent on cash transactions. Vakrangee is future ready with a clear focus on building
long term sustainable & profitable business model with focus on Non-Cash based Banking
Offering such as Account Opening, Loan Product, Insurance Services,
Fixed Deposits & NPA Recovery Further, we have No dependency on single line of
product or services and have a Wide portfolio of product & services such as Online
Shopping, Total Healthcare Services, Bill Payments, Online Travel Services, Mobile
Recharges, CIBIL Score services, Pan Card Services, Online Opening of Demat & Trading
Account Opening Services and many more Further, we have a strong foothold & Brand
presence in
Rural India and our customers trust us with their day to day Banking needs. During
FY2023, we opened ~17 lakh bank accounts, 11 lakh+ Insurance / Pension polices and did
more than 7.1 crore banking transactions with a Gross Transaction value of ` 38,730
crores. There is a huge Underpenetrated Rural market with huge Retail & MSME Customer
Base. Further, there is Lack of trust within the current Rural Customer base. Therefore,
Physical Presence & Assistance is a Key Differentiator. Going forward, we are well
structured to transition into a Neo Bank as we plan to launch Neo Banking services through
our BharatEasy Mobile super app platform. Through this, we are focussed to evolve into a
unique O2O (Online to Offline) platform, whereby there would be Assistance available
through the Physical Kendra network along with Digital Neo-Banking Services. Further we
have strong existing Retail customer base in Rural India and we are focussed on affordable
pricing and unique online to offline consumer experience.
Update on Scheme of Arrangement for demerger
The Board of Directors at their meeting held on November 12, 2021, considered and
approved to restructure the business of the Demerged Company by way of a Scheme of
Arrangement for Demerger ("Scheme") whereby the E-Governance & IT/ITES
Business (Demerged Undertaking) of Vakrangee Limited ("Demerged Company") will
be demerged into the VL E-Governance & IT Solutions Limited (formerly know as
Vakrangee Logistics Private Limited) ("Resulting Company") as a going concern
basis.
Pursuant to the above scheme, shareholders of the Demerged Company shall get in respect
of every Ten (10) Equity Shares of the face value of Re. 1/- each fully paid up held in
the Demerged Company One (1) new Equity share of the Resulting Company of the face value
of ` 10/- each fully paid up which shall be listed on BSE and NSE.
Scheme of Arrangement for Demerger of E-Governance & IT/ITES Business (Demerged
undertaking) of VAKRANGEE LIMITED (Demerged Company') into VL E-GOVERNANCE & IT
SOLUTIONS LIMITED (Resulting Company') and their respective Shareholders
("Scheme") was approved by the Hon'ble National Company Law Tribunal, Mumbai
Bench, vide its order dated May 19, 2023. The Scheme of Arrangement for Demerger is
effective from May 26, 2023.
Pursuant to the Scheme of Arrangement for Demerger, June 15, 2023, was fixed as Record
Date, for the purpose of determining the eligibility of the Equity Shareholders of
Vakrangee Limited (the Company'), to whom the fully paid-up Equity Shares of ` 10/-
each, of VL E-Governance & IT Solutions Limited (Resulting Company) will be issued and
allotted in consideration of Demerger of E-Governance & IT/ITES Business (Demerged
undertaking) of Vakrangee Limited, in the ratio of 1 (one) Equity Share of ` 10/- each of
the VL E-Governance & IT Solutions Limited, for every 10 (Ten) Equity Share of Re. 1/-
each held in Vakrangee Limited
The Board of Directors of VL E-Governance & IT Solutions Limited ("the
Resulting Company") in their meeting held on June 23, 2023 approved the allotment of
10,59,51,329 (Ten Crores Fifty Nine Lakhs Fifty One Thousand Three Hundred Twenty Nine)
Equity Shares of ` 10/- each of VL E-Governance & IT Solutions Limited, credited as
fully paid up to the equity shareholders of the Demerged Company - Vakrangee Limited whose
names were there in the Register of Members as on the Record date i.e. on 15th
June, 2023.
Vakrangee Limited now consists of existing business of Vakrangee Kendra physical
outlets as well as Digital platform of BharatEasy Mobile Super app. Vakrangee Kendra
Business is now a pure Retail centric Consumer facing and Asset Light Franchisee led
business model.
3. Dividend
Your Directors are pleased to recommend a dividend of ` 0.05/- per equity share of Re.
1/- each fully paid up of the Company (previous year ` 0.05/- per equity share of Re. 1/-
each fully paid up of the Company), subject to the approval by the shareholders at the
forthcoming Annual General Meeting. The total dividend payout will be of ` 529.75 Lakhs.
No amount is proposed to be transferred to the reserves. The dividend payout is in
accordance with company's Dividend Distribution Policy. The Dividend Distribution Policy
as adopted by the Company is annexed herewith as "Annexure 1". The policy
is also available on the web-site of the Company, https://www.vakrangee.in/policies_
and_guidelines.html.
4. Share Capital
The Paid-up Equity Share Capital of the Company as on March 31, 2023 was `
105,95,13,290/- comprising of 105,95,13,290 equity shares of Re. 1/- each.
On March 20, 2023, the Company had issued and allotted
13,500 equity shares having face value of Re.1/- each to the employees of the Company
upon conversion of stock options resulting in increase in Equity Share Capital of the
Company from 105,94,99,790 equity shares to 105,95,13,290 equity shares. The details of
the said allotment is as under:
Name of ESOP Scheme |
Date of Grant of options |
Grant Price (in `) |
No. of Shares allotted |
ESOP 2014 |
09-10-2019 |
14.175 |
4,400 |
ESOP 2014 |
05-10-2018 |
14.38 |
8,500 |
ESOP 2014 |
03-01-2019 |
18.025 |
600 |
|
Total |
|
13,500 |
5. Public Deposits
During the year under review, the Company has not accepted or renewed any deposits
falling within the purview of provisions of Section 73 of the Companies Act, 2013 read
with The Companies (Acceptance of Deposits) Rules, 2014.
6. Subsidiaries
As on March 31, 2023, the Company had four wholly owned subsidiaries viz, Vakrangee
Finserve Limited, VL E-Governance & IT Solutions Limited (erstwhile known as Vakrangee
Logistics Private Limited), Vakrangee Digital Ventures Limited and Vakrangee e-Solutions
INC, Philippines. There are no associate or joint venture companies within the meaning of
Section 2(6) of the Companies Act, 2013 ("Act"). In accordance with Section
129(3) of the Companies Act, 2013, the Company has prepared consolidated financial
statements of the Company, which forms part of this Annual Report. Further, a statement
containing the salient features of the Financial Statements of Subsidiary Companies in
prescribed Form AOC 1 is annexed herewith as "Annexure 2".
In accordance with Section 136 of the Companies Act, 2013, the Audited Financial
Statements, including the Consolidated Financial Statements and related information of the
company and its subsidiaries are available on the website of the Company at www.
vakrangee.in. These documents will also be available for inspection during the business
hours at the registered office of the
Company. Any member desirous of obtaining the copy of the said financial statements may
write to the Company.
As on March 31, 2023, as per the provisions of Listing Regulations, as per immediately
preceding accounting year, Vakrangee Finserve Limited is a material subsidiary company.
The Company has adopted Policy on determining Material Subsidiaries which is available on
the website of the Company at https://www.vakrangee.in/policies_and_ guidelines.html.
V akrangee Finserve Limited
Vakrangee Finserve Limited is a 100% Subsidiary of the Vakrangee Limited, incorporated
in September 2011 with a focus on working as Business Correspondent for various Banks
under the Business Correspondent (BC) Model of Reserve Bank of India (2006) in the area of
Financial Inclusion. The Company has already signed agreements with various PSU Banks and
their Rural Regional banks for carrying out BC services for these banks in identified
Rural, Semi-Urban and Urban areas.
The services include bank activities such as opening of Bank Accounts, Deposits,
Withdrawals and Remittances, etc. Besides, the Company would provide Business Facilitator
Services to these Banks which involve mobilization of deposits and loans.
VL E-Governance & IT Solutions Limited (erstwhile known as Vakrangee Logistics
Private Limited)
VL E- Governance & IT Solutions Limited, incorporated in March 2016, was a wholly
owned subsidiary of Vakrangee Limited.
VL E-Governance & IT Solutions Limited was wholly owned subsidiary of Vakrangee
Limited. The Hon'ble NCLT has vide order dated May 19, 2023 approved the Scheme of
Arrangement for demerger of E-Governance & IT/ITES Business (Demerged undertaking) of
VAKRANGEE LIMITED (Demerged Company') into VL E GOVERNANCE & IT SOLUTIONS
LIMITED (Resulting Company') and their respective Shareholders ("Scheme").
Pursuant to the Scheme of Arrangement (the Scheme'), duly sanctioned by the NCLT,
Mumbai Bench, vide its Order dated May 19, 2023 (Order') with effect from the
Appointed Date, i.e, April 1, 2021, the business of E-Governance and IT/lTES stands
transferred to and vested in VL E- Governance and IT Solutions Limited as a going concern.
In accordance with Sections 230 to 232 of the Companies Act, 2013, the Company filed the
NCLT Order with the Ministry of Company Affairs (MCA) on May 26, 2023. Consequent to the
filing, the scheme became effective from May 26,2023.
As a consequence of this Scheme of Arrangement for demerger of E-Governance &
IT/ITES Business (Demerged undertaking) of VAKRANGEE LIMITED (Demerged Company')
into VL E GOVERNANCE & IT SOLUTIONS LIMITED (Resulting Company') and their
respective Shareholders ("Scheme"), VL E-Governance & IT Solutions Limited
is no longer considered a subsidiary of Vakrangee Limited.
V akrangee Digital Ventures Limited
Vakrangee Digital Ventures Limited provides an online digital platform to enable
seamless services for the consumer at the comfort of their homes. Through this, the
company has evolved into the unique O2O (Online to Offline) platform, whereby there is
Assistance available through the Physical Kendra network along with Digital Online
Services.
V akrangee e-Solutions INC
The Company holds 100% of Equity Share Capital of Vakrangee e-Solutions INC which was
incorporated in the financial year 2009-10 in Philippines for exploring various
e-Governance opportunities in Philippines.
The first contract under the initiative was "Land Titling Computerization
Project", under which it completed scanning, digitization and encoding of more than
15 million title deeds for the Government of Philippines. The prestigious LTCP project was
successfully executed, through deployment of world class technology and more than 8500
manpower resources to digitize land titles from 168 Districts of Philippines.
7. Management Discussion And Analysis Report
Management discussion and Analysis Report for the year under review, as required under
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations, 2015 (SEBI LODR 2015), is forming part of this Annual Report.
8. Directors' Responsibility Statement
Your Board of Directors hereby state that:
a) in the preparation of the annual accounts, for the financial year ended March 31,
2023, the applicable accounting standards have been followed and that no material
departures have been made from the same;
b) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profits
of the Company for that period;
c) they have taken proper and sufficient care for maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a concern basis;
e) they have laid down internal financial controls the Company and such internal
financial controls are adequate and operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.
9. Corporate Governance
The Report on Corporate Governance as per the requirement of SEBI LODR 2015 forms part
of this Annual Report.
The requisite certificate from M/s. S.K. Jain & Co., Practicing Company Secretary,
confirming compliance with the conditions of Corporate Governance has been included in the
said Report.
A Certificate from the Managing Director & Group CEO and CFO of the Company in
terms of SEBI LODR 2015, inter alia, confirming the correctness of the Financial
Statements and Cash Flow Statements, adequacy of the internal control for financial
reporting, and reporting of matters to the Audit Committee, is also forming part of this
Annual Report.
10. Conser vation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014, required information relating to
the Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo is given as hereunder:
Conservation of Energy
The Operations of the Company are not energy intensive. However, measures have been
taken to reduce energy consumption by using efficient computers, IT Assets and other
Equipments with latest technologies.
Technology Absorption
Sin ce business and technologies are changing constantly, investment in research and
development activities is of paramount importance. Your Company continues its focus on
quality upgradation of products and services development. It has helped maintain margins.
Foreign Exchange Earnings and Outgo
(` in Lakhs)
Particulars |
31st March, 2023 |
31st March, 2022 |
Foreign Exchange Earnings |
Nil |
Nil |
Foreign Exchange Outgo |
Nil |
Nil |
11. P articulars Of Employees And Other Disclosure
Disclosures relating to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed herewith as "Annexure 3".
In terms of Section 136 of the Act, the Annual Report and Accounts are being sent to
the Members, excluding the information on employees' particulars which is available for
inspection by the Members at the Registered Office of the Company during the business
hours on working days of the Company. Any member interested in obtaining such particulars
may write to the Company Secretary at the Registered Office of the Company.
12. Directors And Key Managerial Personnel
None of the Independent Directors had any pecuniary relationship or transactions with
the Company during Financial Year 2022-23. In the opinion of the Board, all the
Independent Directors possess required qualifications, integrity, expertise and experience
(including proficiency) for the position and they fulfill the conditions of independence
as specified in the Companies Act, 2013 and Listing Regulations and are independent of the
management. They also bring in the required skill, competence and expertise that allow
them to make effective contributions to the Board and its committees.
None of the Directors or Key Managerial Personnel (KMP) of the Company are related
inter-se.
In terms of Section 203 of the Companies Act, 2013, the following are the Key
Managerial Personnel of the Company:
- Mr . Dinesh Nandwana, Managing Director & Group CEO
- Dr . Nishikant Hayatnagarkar, Whole Time Director
- Mr . Ajay Jangid, Chief Financial Officer
- Mr . Sachin Khandekar, Company Secretary & Compliance Officer
Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 Mr. Dinesh
Nandwana, Director, retires by rotation and being eligible, offers himself for
reappointment at the ensuing Annual General Meeting. As per the information available with
the Company, none of the Directors of the Company are disqualified for being appointed as
a Directors as specified in Section 164(2) of the Companies Act, 2013.
13. Declaration Of Independence
All Independent Directors have given declarations affirming that they meet the criteria
of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the SEBI LODR 2015 and there has been no change in the circumstances which may
affect their status as Independent Directors during the year. Further, all the Independent
Directors have complied with the Code for Independent Directors prescribed in Schedule IV
of the Companies Act, 2013 and the Code of Conduct for Directors and senior management.
14. Disclosures Related to Board, Committees and Policies
a. Boar d Meetings
The Board met at least once in each quarter and 5 meetings of the Board were held
during the year and the maximum time gap between two Board meetings did not exceed the
time limit prescribed in the Act and SEBI LODR 2015. The details viz, Composition, number
of meetings, dates of meetings and attendance of Directors at such meeting are included in
the Corporate Governance Report.
b. Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR 2015, the
Nomination and Remuneration and Compensation Committee (NRC) has carried out Board
Evaluation i.e. evaluation of the performance of: (i) the Board as a whole and its
Committees, and (ii) individual directors (including independent directors). The
performance evaluation of the Independent Directors was carried out by the entire Board
excluding the Directors being evaluated.
The performance evaluation of the Chairman, Non-Independent Directors and the Board as
a whole was carried out by the Independent Directors at their separate meeting. The
evaluation has been done as per the process laid in the "Policy for Evaluation of
performance of the Board of Directors of Vakrangee Limited" (herein after referred to
as "Charter") adopted by the Board, based on structured questionnaires for
performance evaluation.
c. Audit Committee
The Board has well-qualified Audit Committee, the composition of which is in line with
the requirements of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI
LODR 2015. All the Members, including the Chairman of the Audit Committee are Independent.
They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc.
The details viz, Composition, number of meetings, dates of meetings and attendance of
Directors at such meeting are included in the Corporate Governance Report.
During the year under review, the Board has accepted all the recommendations of the
Audit Committee.
The Company Secretary of the Company acts as Secretary of the Committee.
The details viz, Composition, number of meetings, dates of meetings and attendance of
Directors at such meeting are given in the Corporate Governance Report.
d. Nomination & Remuneration And Compensation Committee
The Company has duly constituted Nomination and Remuneration and Compensation Committee
as per the requirements prescribed under the provisions of Section 178 of the Companies
Act, 2013 and Regulation 19 of SEBI LODR 2015.
The Board has framed a Nomination and Remuneration and Compensation Policy including
fixation of criteria for selection and appointment of Directors, Key Managerial Personnel
and Senior Management Personnel. The same has been annexed herewith as "Annexure
4". The Policy is also uploaded on the web-site of the Company at link:
https://vakrangee.in/policies_and_guidelines.html. The details viz, Composition, number of
meetings, dates of meetings and attendance of Directors at such meeting are given in the
Corporate Governance Report.
e. Risk Management Committee
Pursuant to Regulation 21 of SEBI LODR 2015, the Company have constituted a Risk
Management Committee to review and mitigate risk factors. The Company has laid down the
procedures to inform to the Board about the risk assessment and minimization procedures
and the Board has formulated Risk Management Policy to ensure that the Board, its Audit
Committee and its Executive Management should collectively identify the risks impacting
the Company's business and document their process of risk identification, risk
minimization, risk optimization as a part of a risk management policy/ strategy.
The common risks associated with the Company include Rapid Changes in Technology, Heavy
Dependence on Franchisee Model, Legal Risk, Financial Reporting Risk, Risk of Corporate
Accounting Fraud, Cyber attack and data leakage.
The composition of the Committee was reconstituted on October 21, 2022 with the
following members:
1. Ms . Sujata Chattopadhyay Chairperson
2. Mr . Dinesh Nandwana Member
3. Dr . Nishikant Hayatnagarkar Member
4. Ms . Kshitija Tambave - Member The details viz, Composition, number of meetings,
dates of meetings and attendance of Directors at such meeting are given in the Corporate
Governance Report.
f. Corporate Social Responsibility Committee (CSR)
In accordance with the provisions of Section 135 read with Schedule VII of the
Companies Act, 2013 the Company has adopted a CSR Policy outlining various CSR activities
to be undertaken by the Company. The Company during FY 2022-23 undertook CSR activities by
spending the earmarked amount in the fields of Social Awareness, Health Care and
Education. The CSR Committee evaluates various proposals diligently and then selects few
of them.
Based on the recommendation of the CSR Committee, in respect of unspent CSR amount the
Company identified the ongoing project and the Company in compliance with section 135(5)
and 135(6) of the Companies Act, 2013 has transferred an unspent amount of ` 56.41 Lakhs
in a separate Unspent CSR Account.
With respect to the unspent CSR amount for the financial year 2022-23, the Board of
Directors would like to state that the CSR Committee has put in its best efforts and
considered/evaluated various proposals diligently and had selected few of them.
The Board is fully confident that the overall CSR spends in these projects would fully
meet the guidelines.
Pursuant to the Scheme of Arrangement for Demerger of E-Governance & IT/ITES
Business (Demerged undertaking) of VAKRANGEE LIMITED (Demerged Company') into VL
E-GOVERNANCE & IT SOLUTIONS LIMITED (Resulting Company') and their respective
Shareholders ("Scheme"), duly sanctioned by the National Company Law Tribunal,
Mumbai Bench, vide its Order dated May 19,2023 (Order') with effect from the
Appointed Date, i.e., April 1, 2021, Accordingly, the audited financial statements for the
respective years were considered for CSR calculations. The CSR liability for the financial
year 2022-23 prior to demerger has been fully met by Vakrangee Limited (Demerged Company).
The CSR Policy of the Company is available on the Company's website
https://www.vakrangee.in/ policies_and_guidelines.html.
The Board has constituted a CSR committee inter-alia to define and monitor budgets to
carry out CSR activities, to decide CSR projects or activities to be undertaken and to
oversee such projects.
CSR Committee comprises of following:
Name |
Designation |
Mr. Dinesh Nandwana |
Managing Director & Group CEO |
Mr. Ramesh Joshi |
Independent Director |
Mr. Sunil Agarwal |
Independent Director |
Further, the disclosures as required under Rule 8 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 has been enclosed to this Report in "Annexure
5".
g. Stakeholders Relationship Committee
As per the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of
SEBI LODR 2015, the Company has constituted Stakeholders Relationship Committee. The
details viz, Composition, number of meetings, dates of meetings and attendance of
Directors at such meeting are given in the Corporate Governance Report.
h. Boar ESG Committeed
In order to meet UN Sustainable Development Goals (UN-SDG) and Best Global Practices,
the Company has constituted the Board ESG Committee.
The Board ESG Committee will work with all the other Board Committees to assist the
Board in fulfilling its responsibilities. The objective of the Committee is to consider
the material environmental, social and governance issues relevant to the Company's
business activities and support the Company in maintaining its position as a global leader
in ESG performance. The role of the Committee is to support the Board in: -
Understanding how Company's ability to create value is impacted by
environmental, social and governance issues - monitoring external ESG trends and
understanding associated risks and opportunities.
Understanding the expectations of key stakeholders.
Re viewing the performance and results of key ESG investor Initiatives / surveys and
global benchmarks - Overseeing the implementation of key initiatives identified, or areas
for improvement identified from ESG investor surveys and global benchmarks.
Con sidering emerging ESG issues to understand their materiality with regard to
Company's long term value creation.
Review and Evaluate the Overall Business strategy from an ESG impact
perspective.
To monitor and review if the Sustainable development goals are integrated into
any new Business strategy or new business initiatives.
Assist the NRC Committee to review the performance of senior management from an
ESG deliverable perspective.
To review the progress of key initiatives being implemented by the GHG Reduction
strategy Committee.
The committee currently comprises of following members of the Board:
Name |
Designation |
Mr. Avinash Vyas |
Chairman |
Mr. Ramesh Joshi |
Member |
Ms. Sujata Chattopadhyay |
Member |
During the year under review, total 2 (two) meetings of the ESG Committee were held on
13.05.2022 and 21.10.2022 and following is the table showing attendance for the same. The
details of meeting attended by its members is as follows:
Name of the Director |
Category |
No. of meetings held |
No. of meetings attended |
Mr. Avinash Vyas |
Chairman |
2 |
2 |
Mr. Ramesh Joshi |
Member |
2 |
2 |
Mrs. Sujata Chattopadhyay |
Member |
2 |
2 |
15. A uditors and Reports
The matters related to Auditors and their Reports are as under:
Statutory Auditor
M/s. S. K. Patodia & Associates., Chartered Accountants, Mumbai (Firm Registration
No. 112723W) were appointed as the Statutory Auditors of the Company to hold office from
the conclusion of the 32nd AGM held on September 27, 2022 until the conclusion
of the 37th Annual General Meeting to be held in the calendar year 2027.
The A uditor's Report do not contain any reservations, adverse remarks or disclaimer.
Secretarial Auditor
M /s. S. K. Jain & Co., Practicing Company Secretary, was appointed to conduct
Secretarial Audit of the Company for the financial year 2022 - 2023 as required under
Section 204 of the Companies Act, 2013 and the rules thereunder.
The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed
herewith as "Annexure 6" to this Report.
The Secretarial Auditor's Report do not contain any qualifications, reservations,
adverse remark or disclaimer.
In accordance with the provisions of Regulation 24A of SEBI LODR 2015, Secretarial
Audit Report of material unlisted Indian subsidiary of the Company namely, Vakrangee
Finserve Limited is provided as "Annexure 7" to this Report.
16. Vigil Mechanism / Whistle Blower Policy
As per the provision of Section 177 (9) of the Companies Act, 2013, the Company is
required to establish an effective Vigil Mechanism for Directors and Employees to report
genuine concerns. In line with this, the Company has framed a Vigil Mechanism /Whistle
Blower Policy through which the Directors and Employees, Franchisees, Business Partners,
Vendors or any other third parties making a Protected Disclosure under this Policy may
report concerns about unethical behavior, actual or suspected fraud or violation of the
Company's Code of Conduct & Ethics without fear of reprisal. The Policy provides for
adequate safeguards against victimization of employees who avail of the mechanism and also
provides for direct access to the Chairman of the Audit Committee. It is affirmed that no
personnel of the Company have been denied access to the Audit Committee. The Whistle
Blower Policy is placed on the website of the Company at https://vakrangee.in/policies_
and_guidelines.html
17. Dis closure Under the Sexual Harassment Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered
under this Policy. During the year 2022 - 23, no complaints on sexual harassment were
received.
We hereby state and confirm that, the Company has constituted an internal complaints
committee to redress complaints received regarding sexual harassment under provisions of
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
18. Material Changes and Commitment if Any Affecting the Financial Position of the
Company No material changes and commitments affecting the financial position of the
Company have occurred between the end of the financial year of the Company to which the
Financial Statement relate and the date of this report.
There was no change in company's nature of business during the FY 2022 - 23.
19. Contracts or Arrangements with Related Parties
During the year, all contracts / arrangements / transactions entered by the Company
were in Ordinary Course of the Business and on Arm's Length basis. There were no material
transactions with any related party as defined under Section 188 of the Companies Act,
2013 read with Companies (Meetings of Board and its Powers) Rules, 2014. During the year,
the Company had not entered into any contract / arrangement / transaction with related
parties which could be considered material in accordance with the Policy of the Company on
materiality of related party transactions. Accordingly, the disclosure of Related Party
Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2
is not applicable. The members may refer Note. 42 to the Financial Statements which sets
out Related Party disclosures pursuant to Ind AS. There are no materially significant
related party transactions that may have potential conflict with interest of the Company
at large.
The Policy on materiality of related party transactions and on dealing with related
party transactions as approved by the Board may be accessed on the Company's website
https://vakrangee.in/policies_and_guidelines.html. The Policy intends to ensure that
proper reporting, approval and disclosure processes are in place for all transactions
between the Company and related parties.
20. Business Responsibility and Sustainability Report
A separate section on Business Responsibility and Sustainability Report forms part of
this Annual Report as required under Regulation 34(2)(f) of SEBI LODR 2015.
21. Particulars of Loans Given, Investments Made, Guarantees Given or Securities
Provided by the Company
Particulars of Loans, Guarantees and Investments covered under provisions of section
186 of the Act, if any, are given in the notes to the Financial Statements.
22. Internal Financial Control and Their Adequacy
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The internal control systems, comprising of policies and
procedures are designed to ensure sound management of your Company's operations,
safekeeping of its assets, optimal utilization of resources, reliability of its financial
information and compliance. Based on the report of Internal Audit function, corrective
actions are undertaken in the respective areas and thereby strengthen the controls. The
statutory auditors of the Company have audited the financial statements included in this
annual report and has issued a report on our internal financial controls over financial
reporting as defined in Section 143 of the Act.
23. Employees Stock Option Scheme
The Company has in place Employees Stock Option Scheme (ESOP Scheme'') namely,
ESOP scheme 2014. The ESOP Scheme of the Company is in compliance with the SEBI (Share
Based Employee Benefits) Regulations, 2014 ("the Regulations") and no material
changes in the scheme was carried out during the year under review. The details required
to be disclosed under SEBI Guidelines are available on Company's web-site www.
vakrangee.in.
24. Extract of Annual Return
The Annual Return of the Company as on 31st March, 2023 in Form MGT - 7 in
accordance with Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014, would be available on the website of the Company at i.e.
www.vakrangee.in
25. Significant and Material Orders Passed by the Regulators or Courts
During the year under review, no significant and material orders were passed by the
Regulators, Securities Exchange Board of India, Stock Exchanges, Tribunal or Courts which
impact the going concern status and the Company's operations in future.
26. Human Resources Development and Industrial Relations
The Company takes pride in the commitment, competence and dedication shown by its
employees in all areas of Business. The Company is committed to nurturing, enhancing and
retaining top talent through superior Learning and Organizational Development. This is a
part of Corporate HR function and is a critical pillar to support the Organisation's
growth and its sustainability in the long run.
The Company has introduced employee friendly policies which has aided in retaining and
hiring the best talents in the organization. The Company gives importance in Rewarding and
Recognizing (R&R) the well-deserved employee by felicitating them during R&R
functions. The Company has introduced employee wellness schemes to boost productivity of
employees at work.
27. Affirmation on Compliance of Secretarial Standards
The Company hereby affirms that during the year under review, the Company has complied
with all the applicable Secretarial standards i.e. SS-1 and SS-2, relating to
Meetings of the Board of Directors' and General Meetings' respectively
(including any modifications or amendments thereto) issued by the Institute of Company
Secretaries of India.
28. Rep orting of Frauds
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12)
of the Act and the rules made thereunder.
29. Disclosure with Respect to Maintenance of Cost Records
Your Company doesn't fall within the scope of Section 148(1) of the Companies Act, 2013
and hence does not require to maintain cost records as specified by the Central
Government.
30. Transfer to Investor Education and Protection Fund
As required under section 124 of the Act, Unclaimed dividend amount aggregating to `
9,48,042/- pertaining to financial year ended on March 31, 2015 lying with the Company for
a period of seven years was transferred during the financial year 2022-23, to Investor
Education and Protection Fund (IEPF) established by the Central Government.
Further, as required under section 124 of the Act, 70,766 equity shares, in respect of
which dividend has not been claimed by the members for seven consecutive years or more,
have been transferred by the Company to the Investor Education and Protection Fund
Authority during the financial year 2022-23. Details of shares transferred have been
uploaded on the website of IEPF as well as the Company.
The Company has appointed Mr. Sachin Khandekar, as the Nodal Officer to ensure
compliance with the IEPF Rules.
The details of unpaid and unclaimed amounts lying with the Company is available on the
Company's website:- www.vakrangee.in
31. Integrated Report
The Company being one of the top 1000 companies in the country in terms of market
capitalization as on financial year end, has voluntarily provided Integrated Report, which
encompasses both financial and non-financial information to enable the members to take
well informed decisions and have a better understanding of the Company's long term
perspective. The Report also touches upon aspects such as organisation's strategy,
governance framework, performance and prospects of value creation based on the six forms
of capital viz. financial capital, manufactured capital, intellectual capital, human
capital, social and relationship capital and natural capital.
Cautionary Statement
Statements in the Board's Report describing the Company's objectives, expectations or
forecasts may be forward looking within the meaning of applicable securities laws and
regulations. Actual results may differ materially from those expressed in the statement.
Important factors that could influence the Company's operations include global and
domestic demand and supply, input costs, availability, changes in government regulations,
tax laws, economic developments within the country and other factors such as litigation
and industrial relations.
Acknowledgement and Appreciation
The Directors thank the Company's employees, customers, franchisees, vendors, investors
for their continuous support. The Directors appreciate and value the contribution made by
every employee of the Vakrangee family. Our consistent growth was made possible by their
hard work, solidarity, co-operation and support.
On behalf of the Board of Directors
Dinesh Nandwana |
Nishikant Hayatnagarkar |
Managing Director & Group CEO |
Whole Time Director |
(DIN: 000062532) |
(DIN: 000062638) |
Place: Mumbai |
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Date: 15/07/2023 |
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