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Directors Report of Wardwizard Foods And Beverages Ltd.

Mar 31, 2018

Dear Shareholder’s

The are presenting the 64th Annual Report of the Company along with the Standalone Audited Statement of Accounts for the year ended on 31st March, 2018. The financial results for the year are given below.

SUMMARISED FINANCIAL RESULTS:

Rs. in Lakh

Particulars

Year ended 31st March, 2018

Year ended 31st March, 2017

Sales & Other Income

42.02

43.53

Profit before Interest, Depreciation & Exceptional Items

20.98

9.88

Interest

(6.91)

(6.91)

Depreciation

(2.13)

(2.35)

Exceptional Items

0.00

0.00

Profit /(Loss) before Tax

11.94

0.62

Provision for Tax

(2.28)

0.00

Deferred Tax

(0.06)

(0.19)

MAT Tax Credit Availed

2.28

0.00

Profit after Tax

11.88

0.43

Add : Balance Brought forward from previous year

(480.33)

(480.76)

Appropriations

Dividend on Preference Share

0.00

0.00

Tax on distributed preference dividend

0.00

0.00

Sales Tax Paid for Earlier Year

0.00

0.00

Balance carried to Balance Sheet

(468.46)

(480.33)

REVIEW OF OPERATIONS AND PROSPECTS:

Your Company has recorded a profit of Rs. 11.88 Lakh during the year under review as compared to profit of Rs. 0.43 Lakh incurred in the previous year. The company’s turnover during the year has nil because of discontinuance of production since July, 2011. In spite of this the company could achieve this growth because of continuous effort in other area of business. However, looking to the present scenario, your directors could not foresee a glimpse of bright future. Your directors are putting their full efforts to bring the company in a sustainable position in this competitive market through all possible measures. Your directors bring new projects in the area of agriculture business and Construction Company to boost the turnover and profit of the company in the future scenario. The required approvals to start the new projects is still pending from the various departments, whereas your directors are waiting for approvals to start the new projects. We set hope that once we get the approvals from the department the new projects shall be started accordingly.

Your Company is making all out endeavor to rise to the market expectations to protect and achieve enhanced value for all its stakeholders i.e. shareholders, employees, consumers and society in general.

DIVIDEND:

Your directors regret their inability to recommend any dividend to equity shareholders for the year 2017-18.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend declared and paid in previous year, the provisions of Section 125 of the Companies Act, 2013 is not applicable to the Company.

SHARE CAPITAL:

The Company’s paid-up equity share capital as on March 31, 2018 was Rs. 1092 lakhs.

DIRECTORS:

Pursuant to the provisions of section 149 of the Act, Mr. Arun Chakraborty (DIN: 00140430), Mr. Rathindra Nath Ghosh (DIN:00152267) and Mr. Sudarson Kayori (DIN:00165816) were appointed as independent directors of the Company. They have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

Approval of members is being sought for re-appointment of Mr. Tanmoy Mondal (DIN: 06391885) for the term of consecutive five years effective from 14th day of May, 2019 up to 13th day of May, 2024 as set out in explanatory statement annexed to the notice convening this Meeting.

Director Ms. Kirti Sharma (DIN: 07434779) retire by rotation and, being eligible, offer herself for re appointment.

The members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors proposed to be appointed.

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are - Mr. Tanmoy Mondal (DIN 06391885), Chief Executive Officer and Managing Director, Mr. Utpal Dey, Chief Financial Officer and Mrs. Shivani Khanna (ICSI Membership No. A33730), Company Secretary. There has been no change in the key managerial personnel during the year.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations, the Board has carried out the annual performance evaluation of its own performance, of the Directors individually, as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and other Committees of the Board. At the meeting of the Board, all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various Committees, were discussed in detail. The performance evaluation of the independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

COMMITTEES OF THE BOARD:

Currently, the Board has three committees: the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee. During the year 4 (Four) Audit Committee Meetings, 4 (Four) Nomination & Remuneration Committee Meetings and 6 (Six) Stakeholders’ Relationship Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

NOMINATION AND 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 their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

NO.OF BOARD MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 14 (Fourteen) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The vigil mechanism ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The Chairman of Audit and Chairman of the Board looks into the complaints raised.

AUDITORS:

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s. Maroti & Associates, Chartered Accountants (Firm registration Number 322770E), were appointed as statutory auditors of the Company from the conclusion of the 63rd Annual General Meeting (AGM) of the Company held on September 19, 2017 till the conclusion of the 68 th Annual General Meeting (AGM) of the Company.

AUDITOR’S REPORT

The Auditor’s Report to the Shareholders does not contain any reservation, qualification or adverse remarks.

SECRETARIAL AUDIT

Pursuant to 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. P. D. Rao & Associates, Company Secretaries in practice (C.P. No. 14385 & Membership Number A38387) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended 31st March, 2018 is annexed herewith as ‘‘Annexure 1’’ to this report.

COST AUDITOR

Appointment of Cost Auditor pursuant to section 148 of the Companies Act, 2013 is not applicable to the company. Hence Cost Auditor has not been appointed for the financial year 2017-2018.

CASH FLOW STATEMENT

In accordance with the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Cash Flow statement duly verified by the Auditors is annexed herewith.

FINANCE

Cash and cash equivalents as at March 31, 2018 was Rs. 581.95 lakhs. The Company continues to focus on judicious management of its working capital, receivables and other working capital parameters were kept under strict check through continuous monitoring.

MATERIAL CHANGES AND COMMITMENT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this report.

RISK MANAGEMENT:

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. The Board members were informed about risk assessment and after which the Board formally adopted and implemented the necessary steps for monitoring the risk management plan for the company.

DEPOSITS

During the year under reference, the Company has not accepted any deposits from the public and as such, within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

LOANS, GURANTEES AND INVESTMENTS

The provision of section 186 of the Co. Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), are not applicable, as the Company has not given any loans or guarantees during the year. The details of investments, if any, made by the Company is given in the notes of the financial statements.

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year, were in the ordinary course of business and on an arm’s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year, which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS18) has been made in the notes to the Financial Statements. The policy is available on the website of the company (http://www.vegetableindia.com/cc/rpt.pdf).

SUBSIDIARY COMPANIES

The Company does not have any subsidiary, hence the compliance of provisions of section 129(3) of the Companies Act, 2013 are not applicable.

DIRECTOR’S RESPONSIBILITY STATEMENTS

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on 31st March, 2018 and state that :

i) in the preparation of the annual accounts for the year ended 31st March,2018, the applicable accounting standards have been followed along with the proper explanation relating to material departure, if any.

ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the profit or loss of the Company for the year under review.

iii) the directors have 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.

iv) the directors have prepared the annual accounts on a going concern basis.

v) 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.

vi) the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The current policy of the Company is to have an appropriate mix of executive and independent directors to maintain independence of the Board, and separate its function of governance and management. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Company’s policy on directors’ appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.

PARTICULARS OF EMPLOYEES:

During the period under review, no employee of the Company drew remuneration in excess of the limits specified under the provisions of Section 197(12) of the Companies Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual Report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchange and requirements under the Companies Act, 2013, the Report on Corporate Governance together with Statutory Auditors view and management discussion & analysis report regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

PRESERVATION OF DOCUMENTS:

All the documents as required under the Act, has been properly kept at the registered office of the Company.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has not defaulted in paying the Annual Listing Fees for the financial year 2017-18 to the Bombay Stock Exchange Limited (BSE) where the shares of the Company are listed.

Further The Company has applied to The Calcutta Stock Exchange Ltd. (CSE) for voluntary delisting of equity shares and the same has been delisted from The Calcutta Stock Exchange Ltd. (CSE) with effect from 23.02.2018 vide their notice dated 22.02.2018.

FRAUD REPORTING:

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the relevant provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

According to the provision of Sec. 135 of the Companies Act 2013, companies having a net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during any financial year are required to constitute CSR (Corporate Social Responsibility) Committee. However, your Company does not fall in the above said criteria and hence not required to constitute the said Committee.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

BUSINESS RESPONSIBILITY REPORT:

The SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 mandates inclusion of Business Responsibility Report (BRR) as part of the Annual Report for top hundred listed entities based on market capitalization. We does not fall in the top hundred listed entities and hence not provided the BRR as part of our Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and Company’s operations in future.

CONSERVATION OF ENERGY, TECHNONOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information of Conservation of Energy as required under section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts), Rules 2014 along with details of technology absorption and foreign exchange earnings & outgo are given by way of Annexure-3 to Director’s Report.

POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on the website of the Company. The policies are reviewed periodically by the board and updated based on need and new compliance requirement.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

ARCHIVAL POLICY

The policy deals with the retention and archival of corporate records of Vegetable Products Ltd. The policy is available on the website of the company : http://www.vegetableindia.com/investor.html.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure B”.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints. Besides, redressal is placed on the intranet for the benefit of employees.

Your Company is committed to provide and promote safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, no complaints were reported to the Board and no cases have been files under the Act as the Company is keeping the working environment healthy.

IMPLEMENTATION OF INDIAN ACCOUNTING STANDARDS (IND AS)

The Ministry of Corporate Affairs (MCA), Government of India has notified the Companies (Indian Accounting Standards) Rules, 2015 on 16 February 2015.

Further, a Press Release was issued by the MCA on January 18, 2016 outlining the roadmap for implementation of Indian Accounting Standards (IND AS) converged. Though the Company is required to adopt IND AS from the year 2017-18 onwards

Reconciliation of total income for the year ended March 2017

Particulars

Year Ended as

on 31.03.2017

Total Comprehensive Income as per previous GAAP

42,827

Adjustments:

-

Fair Valuation of Investments

Total Comprehensive Income as per Ind AS

42,827

ACKNOWLEDGEMENT

Your Directors like to place on record their appreciation for the unstinted support and assistance received by the Company from the Central and State Governments and its Bankers.

The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company’s well being.

For and on behalf of the Board

Place : Kolkata Pradeep Kumar Daga Tanmoy Mondal

Date : 28th day of May, 2018. Chairman & Director Managing Director

DIN: 00080515 DIN : 06391885


Mar 31, 2016

The Directors have pleasure in presenting the 62nd Annual Report together with Audited Statement of Accounts of the Company for the year ended on 31st March, 2016.

Financial Results

The Directors now present below the financial highlights for 2015-16:_ Rs. in Lakh

Particulars

Year ended 1 31''* March. 2016

Year ended 31''» March. 2015

Sales & Other Income

38.72

0.29

Profit before Interest, Depreciation & Exceptional Items

8.41

(30.08)

Interest

(6.33)

(7.50)

Depreciation

(2.42)

(2.52)

Exceptional Items

(2.50)

(12.83)

Profit / (Loss) before Tax

(2.84)

(52.94)

Provision for 1 ax

0.00

0.00

Deferred Tax

(0.20)

10.77

MAT Tax Credit Availed

0.00

0.00

Profit alter lax

(3.03)

(42.17)

Add : Balance Brought forward from previous vear

(471.22)

(429.05)

Appropriations

Dividend on Preference Share

0.00

0.00

Tax on distributed preference dividend

0.00

0.00

Sales Tax Paid for Earlier Year

(6.-51)

0.00

Balance carried to Balance Sheet

(480.76)

(471.22)

REVIEW OF OPERATION & PROSPECT

Your Company has recorded a loss of Ks. 3.03 Lakhs during the year under review as compared lo loss of Ks. 42.17 incurred in the previous year. I he company''s turnover during the year has decreased because of discontinuance of production since July, 2011, In spite of this the company could achieve this growth because of continuous effort in other area of business. However, looking to the present scenario, your directors could not foresee a glimpse of bright future. Your directors are putting their full efforts to bring the company in a sustainable position in this competitive market through possible measures. Your directors bring new projects in the area of agriculture business and construction company to boost the turnover and profit of the company in the future scenario.

Your Company is making all out endeavor to rise to the market expectations to protect and achieve enhanced value for all its stakeholders i.e. shareholders, employees, consumers and society in general.

DIVIDEND

Your directors regret their inability to recommend any dividend to equity share holders For the year 2015-16.

DEMATERIALISTION OF EQUITY SHARES

Your directors have pleasure to inform you that your company had obtained connectivity with both the participants i.e. National Securities Depository Limited (NSDL) as well as Central Depository Services Limited (CDSL) with ISIN No. INE761D01013. About 96.97% of the total shares are held in Demat form. Shareholders holding shares in physical form have an option to dematerialize their shares with either of the depositories

FINANCE

Cash and cash equivalents as at March 31, 2016 was Rs. 508.31 lakhs. The Company continues to focus on judicious management of its working capital, receivables and other working capital parameters were kept under strict check through continuous monitoring.

SHARE CAPITAL

The paid-up equity capital as on March 31, 2016 was Ks. 1092 lakhs. 1 he company has issued 9(nine) bonus equity shares . l(one) each tor every 5(Five) equity shares Re. l(one) held.

DIRECTOR

Director Mr. Tanmoy MondaJ (DIN 0639188s) retire by rotation and, being eligible, offer himself for re appointment.

The members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors proposed to be appointed.

DEPOSITS

Your Company has not accepted any deposits during the year within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013.

DIRECTOR’S RESPONSIBILITY STATEMENTS

In terms of See Li cm 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In The preparation of the annual accounts for The year ended 31st .VIarch,2016, the applicable accounting standards have been followed along with the proper explanation relating to material departure, if any.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the profit loss of the Company for the year under review,

iii) The directors have 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) 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.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

CASH FLOW STATEMENT

In. accordance with the requirement of Clause 32 of the Listing Agreement of the Stock Exchange and SEBI (Listing Obligation and Disclosure Requirements) Regulations,2015, Gash Flow statement duly verified by the Auditors is annexed herewith.

CORPORATE GOVERNANCE AND INTERNAL AUDIT

Your company in compliance with the provision of clause 49 of ihe Listing Agreement and SEBI (Listing Obligation and Disclosure requirements) Regulation,2015 formed Audit Committee, Shareholders Grievance Committee and made necessary adjustments in this respect.

A Report on Corporate Governance and the Management Discussion and Analysis Report, as required under Clause 49 of the Listing Agreement and SEBI (Listing Obligation and Disclosure requirements) Regulation, 2015, forms part of the Annual Report.

CONSERVATION OF ENERGY TECHONOLOGY ABSORPTION FOR EXCHANINGE EARNINGS &OUTGO

The information of Conservation of Energy as required under section 134 (3) (in) of the Companies Act, 2013, read with the Companies (Accounts), Rules 2014 along with details ot technology absorption and foreign exchange earnings & outgo are given by wav of Annexure-3 to Director''s Report

PERSONNEL

Industrial Relations in the Company continued to be satisfactory throughout the year under review. In accordance with the requirement of the provision of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration) Rules,2014, no employee of the Company is in receipt ot remuneration aggregating to Rs. 60,00,000/-or more for the year and Rs. 5,00,000/- or more for part of the month.

LISTING AGREEMENT

The Securities and Exchange Board of India (SEB1), on September 2, 2015, issued SHB.T (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the a tin lo consolidate and streamline the provisions of the Listing Agreement to different segments of capital markets to ensure belter enforceability. The said regulation were effective December J., 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company entered into Listing Agreement with BSE Limited during December, 2015

COST AUDITOR

Appointment to Cost Auditor pursuant to section 748 of the Companies Act, 2013 is not applicable to the company. Hence Cost Auditor has not been appointed for the financial Year 2015-2016.

AUDITORS

Statutory Audit:

''The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act,2013.

M/s. Maroli & Associates, Chartered Accountants (Firm registration Number 32277 OE) was appointed as Statutory Auditors at Annual General Meeting held on 11 September, 2014, subject to their ratification at every Annual General Meeting. The Board, seeks shareholders approval to ratify their appointment from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting

Secretarial Audit

As required under section 204(1) of the Companies Act, 2013 the Company has Obtained a secretarial audit report.

Pursuant to 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. P D & Associates , of company Secretarial in practice (CP, No. ''14385) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended 3''lst March,2016 is annexed herewith as "Annexure 1" to this report.

AUDITORS’REPORT

(he observations as have been made and taken in the Auditors Report in the light with the Notes on the Accounts are self explanatory and do not require any further clarification.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Fifteen Board Meetings were conducted and the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

RELATED PARTY TRANSCTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. The policy regulates all transactions between the company and its related parties. The policy is available on the website of the company (http://vvww.vegetableindia.com/cc/rpt.pdf).

SUMSIDIARY COMPANIES

The Company does not have any subsidiary, hence the compliance of provisions of sec I ion 129(3) of the Companies Act, 2013 are not applicable.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Company''s website.

The Code lays down the standard procedure of business conduct which is expected be followed by the Directors and the design a Led employees in their business and in particular on mailers regaling to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on the website of the Company. Tire policies are reviewed periodically by the board and updated based on need and new compliance requirement

FAMILIARIZATION PROGRAMMEE WOTH INDEPENDENT DIRECTHORS

All new Independent Directors inducted into the Board attend an orientation program. The details of training and familiarization program are provided in the Corporate Governance and is also available on our website (http://www.vegetableindia.com/cc/fp.pdf). Further at the time of appointment of independent director, the company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities.

INTERNAL FINANCIAL CONTROL ANDITS ADEQUACY

The board has adopted policies and procedures For ensuring the orderly and efficient conduct oF its business/ including adherence to the company''s policies, the safeguarding of .its assets, the prevention and detection of frauds and errors, the accruing and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

POLICY FOR DETERMINING MATERILITY FOR DISCLOSURE

In terms of Regulation 30 (4) (ii) of the Listing Regulations, the Hoard of Directors of the Company, is required lo formulate and adopt a Policy for Determination o\ Materiality ot Kvents/Information, and upload the same on the website of the Company. Further SEBI had vide Circular No. Cl R/CH.)/CM D/4/2015 dated 9th September, 2015, prescribed the details that need to be provided by Listed Companies while disclosing such material events/ information,

The policy applies lo disclosure of material events affecting the company. In terms of Regulation 30 of the Listing Regulations, listed entities are required to disclose details of events / information which in the opinion of the Board, are material.

ARCHIVAL POLICY

The policy deals with the retention and archival of corporate records of Shree Securities Ltd. The policy is available on the website of tire company http: / / w w w. vegetableindia. com,/investor. html.

VIGIL MECHANISM/WHISITLE BLOWER POLICY

The Company has a vigil mechanism to deal with instance of fraud, and mismanage me not, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the highly standards of Corporate Governance and stakeholder responsibility.

The vigil mechanism ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. ''Chairman of Audit and Chairman of the Board look in for the complaints raised.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession oi unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code-

All Board Directors and the designated employees have confirmed compliance with the Code.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under the provision of the Companies Act,2013, is included in this report as annexed " Annexure 2" and forms an integral part of this report.

ACKNOWLEDGEMENT

Your Directors like to place on record their appreciation for the unstinted support and assistance received by the Company from the Central and State Governments and its Bankers.

Your Directors are thankful to the Company''s esteemed customers for their continued support as well their deep appreciation of the hard work, dedication and enthusiastic support by all the employees of the Company and also thank die shareholders for their unstinted support to the Company.

For and on behalf of the Board

Plate : Kolkata Pradeep Kumar Duga Tanguy Mondal

Date : 19th Day of May, 2016. Chairman & Director Managing Director


Mar 31, 2015

The Directors have pleasure in presenting the 61st Annual Report together with : Audited Statement of Accounts of the Company for the year ended on 31«* March, 2015.

The Directors now present below the financial highlights for 2014-15:

Rs. in Lakh

Particulars Year ended Year ended 31st March, 2015 31st March, 2014

Sales & Other Income 0.29 3693.30 Profit before Interest Depreciation &

Exceptional Items

Interest (7.50) (7.10)

Depreciation (2.52) (36.68)

Exceptional Items (12.83) 0.51

Profit/(Loss) befor Tax (52.94) 25.24

Provision for Tax O00 (5.19)

Deferred Tax 10.77 (1.59)

MAT Tax Credit Availed 0.00 (0.39)

Profit after Tax (42.17) 18.07

Add: Balance Brought forward (429.05) (446.84) from previous year

Dividend on Preference Share 0.00 (0.24) Tax on distributed preference dividend 0.00 (0.04)

alance carried to Balance Sheet (471.22) (429.05)

REVIEW OF OPERATION & PROSPECTS

Your Company has recorded a loss of Rs. 42.17 Lakhs during the year under review as compared to profit of Rs. 18.07 earned in the previous year. The company's turnover during the year has decreased because of discontinuance of production since July, 2011. , In spite of this the company could achieve this growth because of continuous effort in other area of business. However, looking to the present scenario, your directors could not foresee a glimpse of bright future. Your directors are putting their full efforts to bring the company in a sustainable position in this competitive market through all possible measures. Your directors bring new projects in the area of agriculture business and ' construction company to boost the turnover and profit of the company in the future scenario.

Your Company is making all out endeavor to rise to the market expectations to protect 1 * and achieve enhanced value for all its stakeholders i.e. shareholders, employees, | consumers and society in general.

Your directors regret their inability to recommend any dividend to equity shareholders < for the year 2014-2015.

Your directors have pleasure to inform you that your company had obtained ; connectivity with both the participants i.e. National Securities Depository Limited (NSDL/CDSL/CDSL) as well as Central Depository Services Limited (CDSL) with BIN

no. INE761D01013. About 96.82% of the total shares are held in Demat form. :: '. Shareholders holding shares in physical form have an option to dematerialize there :

shares with either of the depositories.

Cash and cash equivalents as at March 31, 2015 was Rs. 15.18 lakhs. The Company continues to focus on judicious management of its working capital, receivables and other working capital parameters were kept under strict check through continuous The paid-up equity capital as on March 31, 2015 was Rs. 390 lakhs. The company has not ; issued shares with differential voting rights nor grant stock options nor sweat equity.

Director Mr. Pradeep Kumar Daga (DIN 00080515) retire by rotation and , being eligible, offer himself for re appointment.

The members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors proposed to be appointed.

Your Company has not accepted any deposits during the year within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

None of the Directors of the Company are disqualified as per the provisions of Section j 164 of the Companies Act, 2013.

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state < that:

i) In the preparation of the annual accounts, the applicable accounting standards ; have been followed.

ii) The directors have selected such accounting policies and applied them <: consistently and made judgments and estimates that were 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 the profit or loss of the Company for the year under review.

iii) 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) 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.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

In accordance with the requirement of Clause 32 of the Listing Agreement of the Stock < Exchange, Cash Flow statement duly verified by the Auditors is annexed herewith.

Your company in compliance with the provision of clause 49 of the Listing Agreement formed Audit Committee, shareholders Grievance Committee and made necessary ; adjustments in this respect.

A Report on Corporate Governance and the Management Discussion and Analysis , Report, as required under Clause 49 of the Listing Agreement, forms part of the Annual : : Report.

The information pursuant to the section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors), Rules 1988 I relating to Conservation of Energy and Technology absorption are given by way of ' Annexure-3 to Director's Report.

Industrial Relations in the Company continued to be satisfactory throughout the year under review. There are no employees in the Company who are in receipt of salary of : Rs. 60,00,000/- p.a. or Rs.5,00,000/- p.m., if employed for part of the year. Hence the Statement of particulars of employees as required under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended till date is not attached.

Your directors are pleased to inform you that entire equity share of your company had been listed on BSE Ltd on 13th May, 2015 providing ready marketability of securities on a continuous basis adding prestige and importance to the company. This will increase ¦ : your company's credential. This is a step towards our ambition to build a more ' diversified product profile targeting disparate risk appetites.

Appointment of Cost Auditor pursuant to section 148 of the Companies Act, 2013 is not applicable to the company. Hence Cost Auditor has not been appointed for the financial year 2014-2015.

Statutory Audit:

- The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 = of the Companies Act,2013.

M/s. Maroti & Associates, Chartered Accountants (Firm registration Number 322770E) as the Statutory Auditors for a period of 3 years to hold office from the conclusion of the ; ensuing Annual General Meeting (2015) till the Annual General Meeting (2017), subject to ratification of their appointment at every AGM, during the term of their office. They have confirmed their eligibility and willingness for appointment as Statutory Auditors : for the aforesaid period, as per Section 141 of the Companies Act, 2013. The Board of , Directors recommends their appointment to the shareholders.

Secretarial Audit:

¦ As required under section 204(1) of the Companies Act, 2013 the Company has Obtained : a secretarial audit report.

Pursuant to 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. P. Doleswar Rao, of company Secretarial in practice (C.P. No. 14385) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the . financial year ended 31st March,2015 is annexed herewith as ' Annexure 1" to this report.

The observations as have been made and taken in the Auditors Report in the light with the Notes on the Accounts are self explanatory and do not require any further ; clarification.

A calendar of Meetings is prepared and circulated in advance to the Directors. During ¦ the year fourteen Board Meetings were conducted and the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no : materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

The Company does not have any subsidiary, hence the compliance of provisions of section 212 of the Companies Act, 1956 are not applicable.

The Board of Directors has approved a Code of Conduct which is applicable to the = Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Company's website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the c expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this The Company has a vigil mechanism to deal with instance of fraud and mismanagement if any.

In staying true to our values of Strength, Performance and Passion and in line with our { vision of being one of the most respected companies in India, the Company is committed , to the high standards of Corporate Governance and stakeholder responsibility.

The vigil mechanism ensures that strict confidentiality is maintained whilst dealing with ; concerns and also that no discrimination will be meted out to any person for a genuinely < raised concern. The Chairman of Audit and Chairman of the Board look into the ; complaints raised.

: The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the : Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the i The details forming part of the extract of the Annual Return in form MGT-9 is annexed :, herewith as " Annexure 2".

Your Directors like to place on record their appreciation for the unstinted support and . assistance received by the Company from the Central and State Governments and its Bankers.

Your Directors are thankful to the Company's esteemed customers for their continued , support as well their deep appreciation of the hard work, dedication and enthusiastic support by all the employees of the Company and also thank the shareholders for their ; unstinted support to the Company.

For and on behalf of the Board

Pradeep Kumar Daga Tanmoy Mondal

Place : Kolkata Chairman & Director Managing Director Date : 26th Day of May, 2015.


Mar 31, 2014

The Directors have pleasure in presenting the 60 th Annual Report together with Audited Statements of Account of the Company for the year ended on 31st March, 2014

FINANCIAL RESULTS

The Directors now present below the financial highlights for 2013-14:

Rs.in Lakh

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

Sales & Other Income 3693.81 201.25

Profit before Interest & Depreciation 69.02 61.37

Interest 7.10 6.91

Depreciation 36.68 26.07

Profit /(Loss) before Tax 25.24 28.39

Provision for Tax (5.19) (10.01)

Deferred Tax Assets (1.59) 0.80

MAT Tax Credit Availed (0.39) 6.25

Income tax for Earlier Year 0.00 (0.55)

Profit after Tax 18.07 24.89

REVIEW OF OPERATIONS & PROSPECTS

Your Company has recorded a profit of Rs. 18.07 Lakhs during the year under review as compared to profit of Rs.24.89 earned in the previous year. The company's turnover during the year has sharply decreased because of discontinuance of production since July, 2011. In spite of this the company could achieve this growth because of continuous effort in other area of business. The company's vanaspati plant is still not operating and your directors are hopeful of getting the orders from prospective buyers in near future, so that the operation of its vanaspati plant can resume. However, looking to the present scenario, your directors could not foresee a glimpse of bright future. Your directors are putting their full efforts to bring the company in a sustainable position in this competitive market through all possible measures.

Your Company is making all out endeavor to rise to the market expectations to protect and achieve enhanced value for all its stakeholders i.e. shareholders, employees, consumers and society in general.

DIVIDEND

In view of the marginal profits made by the Company your Directors regret their inability to recommend any Dividend to equity share for the year 2013-2014. Your Directors have recommended payment of Rs. 23,835/- on preference shares from 01st April, 2013 till 15th January, 2014 (being the date of redemption).

DEMATERIALISATION OF EQUITY SHARS

Your directors have pleasure to inform you that your company had obtained connectivity with both the participants i.e. National Securities Depository Limited (NSDL/CDSL/CDSL) as well as Central Depository Services Limited (CDSL) with ISIN no. INE761D01013. About 96.80% of the total shares are held in Demat form. Shareholders holding shares in physical form have an option to dematerialize their shares with either of the depositories.

DIRECTORS

Your Directors wish to place on record their appreciation of the valuable services rendered by Mr. Ramesh Chandra Daga during his tenure as Directors of your Company. As per the provisions of Section 152 of the Act, Mr. Ramesh Chandra Daga, Director of the company who is determined to retire by rotation from The Board is being retiring in actual at this AGM and not seeking reappointment. The company may place before the Members in General Meeting for their approval a name to be appointed as Non-Executive Director in his place in Notice to AGM.

Your Directors welcome the initiative of the Government for giving women an equal opportunity at the top level management by inserting statutory provision for their appointment at The Board. In honor of the provisions The Company may place before the Members in General Meeting for their approval a name to be appointed as Non-Executive Women Director in Notice of 60th AGM.

As per the provisions of Section 149 of the Act, which has come into force with effect from 1 st April, 2014, an Independent Director is required to be appointed and shall hold office for a term up to maximum of five consecutive years on the Board of a company and shall not be liable to retire by rotation. In compliance with the provisions of Section 149 the company may place before the Members in General Meeting for their approval to appoint requisite Independent Directors.

The Board commends the passing of the Resolutions at Annual General Meeting Notice for the appointment of Mr. Tanmoy Mondal as Managing Director of the company.

The members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors proposed to be appointed.

DEPOSITS

Your Company has not accepted any deposits during the year within the meaning of Section 58A & 58AA of the Companies Act, 1956 and the Rules made there under.

STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013.

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures;

(ii) appropriate accounting policies have been selected 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 the affairs of the Company as at 31st March, 2014 and of the Profit and Loss of the Company for the said period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

ACCOUNTING POLICIES

The major accounting policies of the Company are annexed to the Accounts.

CASH FLOW STATEMENT

In accordance with the requirement of Clause 32 of the Listing Agreement of the Stock Exchange, Cash Flow statement duly verified by the Auditors is annexed herewith.

Subsequent upon issue of 26,00,000 equity share of Rs. 10/- each the paid up capital of the company increased from Rs. 1,30,00,000 divided into 13,00,000 Equity shares of Rs. 10/- each to Rs. 3,90,00,000 divided into 39,00,000 Equity shares of Rs. 10/- each. The Corporate Governance became applicable to your company with effect from 13.01.2014 pursuant to clause 49 of the Listing Agreement with The Calcutta Stock Exchange Limited.

Your company in compliance with the provision of clause 49 of the Listing Agreement formed Audit Committee, shareholders Grievance Committee and made necessary adjustments in this respect.

A Report on Corporate Governance and the Management Discussion and Analysis Report, as required under Clause 49 of the Listing Agreement, forms part of the Annual Report.

CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN^ EXCHANGE EARNINGS & OUTGO

The information pursuant to the section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors), Rules 1988 relating to Conservation of Energy and Technology absorption are given by way of Annxure-1 to Director's Report.

REDEMPTION OF PREFERENCE SHARES

Your Company during the year under review has redeemed of 60,000 Vi % cumulative redeemable preference shares of Rs.100/- each and paid dividend at the rate of 0.5% per annum on 60,000 Redeemable Preference Shares of Rs.100/- each of the Company for the period from 1st April, 2013 to 15th January, 2014, aggregating to Rs. 23,835/-to the only Preference shareholder whose names was appeared on the Company's books as on 31st December, 2013 or to their mandates."

PREFERENTIAL ISSUE

The Company has issued 26,00,000 equity shares of Rs.10/- each at a premium of Rs.20/- per share for cash aggregating to Rs.7,80,00,000/- on preferential basis as per SEBI guidelines relating to preferential allotment. The said shares have been Listed and Trading permission for the same have also been received. At present the said shares are under lock-in for a period of 1 year from the date of allotment.

PERSONNEL

Industrial Relations in the Company continued to be satisfactory throughout the year under review. There are no employees in the Company who are in receipt of salary of Rs. 60,00,000/- p.a. or Rs.5,00,000/- p.m., if employed for part of the year. Hence the Statement of particulars of employees as required under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended till date is not attached.

LISTING AT BSE

Your Company plans to list the shares at BSE and for which it has already made application before them and which is under process.

COST AUDITOR

M/s.A. Bhattacharya 8b Associates , Cost Accountants, pursuant to the direction of the Central Government, Govt, of India, was appointed as Cost Auditor of'the Company for conducting Cost Audit of the Company for the financial year ended 31st March, 2014.

AUDITORS

Your company has received letter from retiring statutory auditor M/s. Maroti & Associates, Chartered Accountants expressing their willingness to be reappointed and to the effect that their appointment, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment. The matter is placed for consideration of members in this Annual General Meeting to pass the Resolutions at Item Nos. 3 of the Annual General Meeting Notice.

AUDITORS' REPORT

The Observations as have been made and taken in the Auditors Report in the light with the Notes on, the Accounts are self explanatory and do not require any further clarification.

COMPLIANCE CERTIFICATE

As required under section 383A of the Companies Act, 1956 the company has obtained necessary certificate from M/s. V.K. Sharma & Associates, Company Secretary m whole-time practice and a copy of the same is attached with this report.

ACKNOWLEDGEMENT

Your Directors like to place on record their appreciation for the unstinted support and assistance received by the Company from the Central and State Governments and its Bankers.

Your Directors are thankful to the Company's esteemed customers for their continued support as well their deep appreciation of the hard work, dedication and enthusiastic support by all the employees of the Company and also thank the shareholders for their unstinted support to the Company.

For and on behalf of the Board

Ramesh Chandra Daga Tanmoy Mondal

Place : Kolkata Chairman & Director Managing Director

Date: 26th Day of May, 2014

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