DIRECTORS' REPORT Dear Shareholders, Your Directors have pleasure in presenting their 21st Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015 DIVIDEND: The profit of the Company is being used in further expansion of the Company, so the Board of Directors has not recommended any dividend for the year 2014-15. TRANSFER TO RESERVES No amount was transferred to reserves during the year 2014-15. BOARD MEETINGS The Board of Directors of the Company came under the same roof for ten times in the year 2014-15 respectively on 29.05.2014, 20.06.2014, 04.07.2014, 1.08.2014, 14.08.2014, 04.09.2014, 18.09.2014, 15.11.2014, 01.01.2015, 14.02.2015, 29.03.2015. DIRECTOR RESPONSIBILITY STATEMENT Your directors state that the audited accounts containing Financial statement for 2014-15 are in full conformity with the requirements of the Companies Act and are audited by its statutory auditors. Your directors further state that: - (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (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 and of the profit and loss of the company for that period; (c) the directors had taken proper and suicient 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 had prepared the annual accounts on a going concern basis; and 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. (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. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR U/S 149 (6) The Board of Company consists of three independent Directors namely . Sh. Neeraj Chhabra . Sh. Ravi Sharam . Smt. Deepika Aggarwal The above three Directors of the company gave statement pursuant to section 149 (7) u/s 149 (6) of Company Act, 2013 at the Board Meeting held on 29.05.2014 for the year 2014-15. The same was considered and approved by the Board. Statements has been attached as Page 7 Annexure I in the report. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATION, POSITIVE ATTRIBUTES, INDEPENDENCE The Company is a Listed Company so, it comes under the requirement of formation of Nomination and Remuneration Committee under Company Act, 1956 and Company (Meeting of Board and its Power) Rules, 2014. The Company formed the committee on 01.01.2015. The Nomination and Remuneration policy of the Company is attached in Page no. 9 Annexure - II to the Report. LONE AN INVESTMENT UNDER SECTION 186 The Company has not made any lone and investment under section 186 of Company Act, 2013 and Rules made there under in this regard. MATERIAL EVENTS AFTER 31ST MARCH, 2015 No material event has occurred after 31st March, 2015. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Page 11 Annexure III to this report. EXTRACT OF ANNUAL RETURN The extract of Annual return is attached as Page 12 Annexure IV in the Report. DEPOSITS The Company has not accepted any deposits under chapter V of Company Act, 2015 during the year 2014-15. CHANGE IN THE NATURE OF BUSINESS No change occurred during the previous year 2014-15 in the nature of the business of the company. DETAILS OF APPOINTMENT AND RESIGNATION DURING THE YEAR 2014-15 M. Bajrang Dass Jindal who retires by rotation and presented herself for reappointment was reappointed as director in the Annual General Meeting held on 30.09.2014. Mr. Ravi Sharma was appointed as a independent director of the company for 5 consecutive years in the Annual General Meetingheld on 30.09.2.014. Mr. Neeraj Chhabra was appointed as a independent director of the company for 5 consecutive years in the Annual General Meeting held on 30.09.2.014. INTERNAL FINANCIAL Control mentioned following:- M/S Sanjay Goyal & Associates has been appointed as an internal auditor of the company to review and strengthen the Internal Financial Control System of the Company. The Board of Directors timely review the internal control systems and plans company's further strategies accordingly. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational deficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors endings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations. PARTICULARS OF EMPLOYEES Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is provided as Annexure V on Page 18. CORPORATE SOCIAL RESPONSIBILITY The Company under section 135 of company act, 2013 has formed a Corporate Social Responsibility Committee. The Company believes in following this provision not in law but in spirit too. The details of the policy are available in Page-19 Annexure VI to the Report. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & INDIVIDUAL DIRECTORS A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was carried out for the year 2014-15. Led by the Nomination & Remuneration Committee, the evaluation was done using individual questionnaires covering amongst others vision, strategy & role clarity of the Board, Board dynamics & processes, contribution towards development of the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc. As part of the evaluation process, the performance of non-independent Directors, the Chairman and the Board was done by the independent Directors. The performance evaluation of the respective Committees and that of independent and non-independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed satisfaction with the evaluation process. INDEPENDENT DIRECTOR FAMILARISATION PROGRAMME The Company has arranged a familiarization program for Independent Directors of the Company and details has been provided on company website www.vikasgranaries.inon the following link:- <http://vikasgranaries.in/?page_id=416> VIGIL MECHANISM The Vigil mechanism under section 177 of Company Act, 2013 and clause 49 of listed agreement has been laid down by the company. The same is provided on the website of the company www. vikasgranaries. in . The mechanism deals with the reporting of any unfair and malaise practice in the company. The policy is also providing safe guard to the persons who are taking initiatives against the practice of unfair mean of business. RELATED PARTY TRANSACTIONS During the year under review, the Board has adopted a policy to regulate the transactions of the Company with its related parties. As per policy, all related party transactions require prior approval of the Audit Committee and Board of Directors of the Company. Prior approval of the shareholders of the Company is also required for certain related party transactions as prescribed under Companies Act, 2013 and listing agreement. The said policy is available on the Company's website viz. www.vikasgranaries.in The details of all related party transaction are provided in the annexure VII attached to the report. MATERIAL CHANGES & COMMITMENTS No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year 2014-15 and till the date of this report. MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS No signiicant and material orders have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Company's operations in future. MANAGEMENT DISCUSSION AND ANALYSIS The management discussion and analysis report on the operations of the Company as required under the listing agreement with stock exchanges has been given separately of this report on page 27 and forms part of this report. RISK MANAGEMENT The Company has laid down a procedure named Risk Management Policy for identification of risk involved in the business activities. The risks are involved in our industry are Guar is a xerophytes plant and the rain pattern of the monsoons in the Indian arid zone - mainly Western desert of Rajasthan provides ideal growing conditions. The need for just the right amount of rain at the right time leaves the guar crop heavily dependent on the annual rainfall pattern and causes occasional wide swings in guar supply and prices. With the emergence of irrigated guar seeds, dependency of guar crop on monsoon has been minimized. Now its crop is irrigated with canal water at the right time that increased its per hectare yield greatly. AUDIT COMMITTEE The Company has an adequately qualified Audit Committee constituted in accordance with the provisions of Companies Act, 2013 and clause 49 of the listing agreement. As on 31 March, 2015, the Committee comprised All members of the Committee are financially literate and have accounting or related financial management expertise. SECRETARIAL AUDIT In terms of Section 204 of the Act and Rules made there under, M/s. NKS & Company Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Page Annexure VIII to this report. The Report contain qualification regarding non Complianceof section 203 of Company Act, 2013 i.e. appointment of Chief Financial Officer. The Board of Directors is looking for the person appropriate and suitable for the abovesaid post. As soon as the company finds a person with required expertise, who can hold this position, the position of Chief Financial officer will be filled. CORPORATE GOVERNANCE: We believe Corporate Governance is at the heart of Shareholder Value Creation. As per clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from a Practicing Company Secretary confirming compliance thereto is set as Annexure on Page 22 in this report. Your management has taken appropriate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the amended listing Agreement with the Stock Exchanges is complied with. CORPORATE GOVERNANCE CERTIFICATE The Compliance certificate from the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report on page 26 LISTING WITH STOCK EXCHANGES: The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed. ACKNOWLEDGMENTS An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results. By Order of the Board, Sd/- (Bimla Devi Jindal) Managing Director Date : 14.8.2015 Place : Sri Ganganagar |