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Directors Report of Vikas WSP Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their 27th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Particulars Year ended Year ended

31.03.2015 31.03.2014

Revenue from operations 78611.27 103651.29

Other Income 585.26 536.31

Total Expenditure 80507.06 95905.58

Finance cost 3182.48 3204.83

Profit after finance cost but before depreciation (4493.01) 5077.19

Depreciation and amortization expenses 3465.53 4583.29

Profit before tax (7958.64) 493.9

Exceptional Items 8946.08 _

Profit after Exceptional Items 987.54 493.9

Tax expenses 332.96 190.58

Profit for the year 654.85 303.32

STATE OF COMPANY AFFAIRS

The highlights of affairs of the Company are as follows:-

- Revenue from operations decreased by 78611.27 lacs to 103651.29 lacs.

- PBDIT decreased (4493.01) lacs to 5077.19 lacs.

- Profit before Tax Decreased (7958.64) lacs to 493.9 lacs.

- Net Profit increased 654.85 lacs to 303.32 lacs.

- The Company earned profit of Rs. 8946.08 lacs from exceptional items.

The Company has increased its Net Profit in the year 2014-15 as compare to the last year 2013-14.

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 reserve in the year 2014-15.

BOARD MEETINGS

The Board of Directors of the Company came under the same roof for Fifteen times in the year 2014-15 on 29.05.2014,

20.06.2014, 25.06.2014, 29.07.2014, 14.08.2014, 02.09.2014,

04.09.2014, 21.10.2014, 03.11.2015, 15.11.2014, 24.11.2014,

05.12.2015, 01.01.2015, 14.02.2015, 29.03.2015.

FUTURE PROSPECTS

Guar Gums main demand is increasing in the food and oil and gas segment. Company's R&D is constantly involved in developing newer guar products for food and other industrial applications for the effective control of processing problems and the same is conducive in expanding global guar polymers market. International market for certified organic guar polymer is also increasing. Taking all these prospects together, the demand for guar polymers is bound to increase in the years ahead. So the future prospects are expected to be even better.

INTERNATIONAL QUALITY STANDARDS AND THEIR CERTIFICATIONS-

(A) An ISO 9001:2000 - Certified Company-

100% EOU units of the company have been certified as ISO 9001:2000 by DNV - a Norvagian Company. So the company is meeting all the quality control parameters as set out by DNV.

(B) Hazards Analysis of Critical Control Points (HACCP)-

The product manufactured by the company is also used in the food production as thickening and binding agent. The user customers are multinational (MNC's) food producers' viz. Nestle (Friskies), Mars (Master Food), Heinz, Sara lee, Unilever, and CSM. To source their key raw materials, these MNC's prefer HACCP certified vendors. Employing HACCP in the production system one can check the following contaminations:

Physical

Chemical

Microbial

(C) Good Manufacturing Practices (GMP)

Company's 100% EOU units are certified WHO Good Manufacturing Practices (WHO-GMP). Guar Polymers produced using GMP is included in the Food Chemical Codex (FCC) and approved for food use. Therefore, GMP ensures the customers that the products are manufactured in good and hygienic conditions.

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 sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors 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

L 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

- ShNeerajChhabra

- ShRAMttal

- Sh Vishnu Bhagwan

- ShKishanLal

The above four 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 10 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, 2013 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 14 Annexure II to the Report.

LONE AN INVESTMENT MADE BY COMPANY UNDER SECTION 186

The Company has not made any loan and investment under section 186 of Company Act, 2013 and Rules made thereunder in this regard.

EXTRACT OF ANNUAL RETURN

The extract of Annual return is attached as Page 17 Annexure - III in the Report.

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 24 Annexure IV to this report.

DEPOSITS

The Company has not accepted any deposits under chapter V of Company Act, 2013 during the year 2014-15.

ICHANGE 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

Mrs. Bimla Devi 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. R A Mttal was appointed as a independent director of the company for 5 consecutive years in the Annual General Meeting held on 30.09.2014.

Mr. Neeraj Chhabra was appointed as a independent director of the company for 5 consecutive years in the Annual General Meeting held on 30.09.2014.

Mr. Kishan Lal was appointed as a independent director of the company for 5 consecutive years in the Annual General Meeting held on 30.09.2014.

Mr. Vishnu Bhagwan was appointed as a independent director of the company for 5 consecutive years in the Annual General Meeting held on 30.09.2014.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company had two dividends lying unpaid or unclaimed for a period of seven years i.e. first & Second interim dividends for the year 2007-08. Therefore above fund required to be transferred to Investor Education and Protection Fund (IEPF). The Company transferred the above dividend in IEPF during the previous financial year 2014-15.

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 30.09.2014), with the Ministry of Corporate Affairs.

INTERNAL AUDIT & FINANCIAL CONTROL

The company has appointed M/s Sanjay Goyal & Associates as an internal auditor of the company. They conduct audit on quarterly basis. The Board of Director considers its recommendations and plan company's further strategies accordingly. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings 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

PursuanttotheCompanies(AppointmentandRemuneration of ManagerialPersonnel) Rules, 2014, statement of particulars of employees is annexed as Annexure V Page 25.

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 26 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 on the following link-

http://www.vikaswspltd.in/familirasition-programme- WSP.docx.

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.vikaswspltd.in .-I

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.vikaswspltd.in.

The details of all related party transaction are provided in the Page 27 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 significant 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 and forms part of this report on page 39.

RISK MANAGEMENT POLICY

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.

AUDITORS:

The Auditors, M/s Arun Agarwal & Associates, Chartered Accountants New Delhi was appointed Statuary Auditor for a period of 5 years from the conclusion of Annual General Meeting held on 30.09.2014 till the conclusion of AGM to be held in the year 2019. Subject to ratification in each Annual General Meeting till 2019, but now they resigned from the post of Statuary Auditor of the Company. So the Board proposed to appoint S. Prakash Aggarwal & Co. as Statuary Auditor from the conclusion of Annual General Meeting to be held on 30.09.2015 till the conclusion of AGM to be held in the year 2020. Subject to ratification in each Annual General Meeting till 2020.

AUDITORS' REPORT

The Auditor's Report contain qualification regarding non Compliance of 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.

SECRETARIAL AUDIT REPORT

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 Compliance of 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 Page 30 Annexure 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 38.

RELATION BETWEEN DIRECTORS

Pursuant to clause 49 E (2) the Directors of the company are in relation with each other as follows:-

Sr. No Name of Direction Related Director Relation

1 Bajrang Dass Jindal Bimla Devi Jindal Wife

2 Bajrang Dass Jindal Kamini Jindal Daughter

3 Bimla Devi Jindal Bajrang Dass Jindal Husband

4 Bimla Devi Jindal Kamini Jindal Daughter

5 Kamini Jindal Bimla Devi Jindal Mother

6 Kamini Jindal Bajrand Dass Jindal Father

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.

Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

By Order of the Board of Director

For VIKAS WSP LIMITED

Sd/-

Date : 14.08.2015 (B. D. Agarwal)

Place : Sri Ganganagar Chairman & Managing Director


Mar 31, 2014

To The Members,

The Directors take pleasure in presenting the Twenty Sixth Annual Report of the Company with the audited accounts for the financial year ended March 31, 2014.

HIGHLIGHTS OF PERFORMANCE

* Operating earnings before interest and tax was 3698.73 lakhs in the year 2014

* Revenue from financial operations was 103651.29 lakhs in the year 2014

Financial Results

(Rs. In Lacs)

Particulars Year ended Year ended 31.03.2014 31.03.2013

Revenue from operations 103651.29 290635.52

Other income 536.31 565.34

Total expenditure 95905.58 232329.80

Finance costs 3204.83 2611.21

Profit after finance cost 5077.19 56259.85 but before depreciation

Depreciation and amortization 4583.29 4543.72 expenses

Profit before tax (PBT) 493.9 51716.13

Tax expenses 190.58 17262.97

Profit for the year (PAT) 303.32 34453.16

Appropriations

Proposed final dividend - 1374.40

Tax on dividend - 233.58

Transfer to General Reserve - 3446.00

Reserves & Surplus 303.32 138348.02

DIVIDEND

The profit of the year is being used for expansion and modernization so your Board does not recommend any dividend for the year ended 31st March, 2014.

FUTURE PROSPECTS

Guar Gums main demand is increasing in the food and oil and gas segment. Company''s R&D is constantly involved in developing newer guar products for food and other industrial applications for the effective control of processing problems and the same is conducive in expanding global guar polymers market. International market for certified organic guar polymer is also increasing. Taking all these prospects together, the demand for guar polymers is bound to increase in the years ahead. So the future prospects are expected to be even better.

INTERNATIONAL QUALITY STANDARDS AND THEIR CERTIFICATIONS-

(A) An ISO 9001:2000 - Certified Company-

100% EOU units of the company have been certified as ISO 9001:2000 by DNV - a Norvagian Company. So the company is meeting all the quality control parameters as set out by DNV.

(B) Hazards Analysis of Critical Control Points (HACCP)-

The product manufactured by the company is also used in the food production as thickening and binding agent. The user customers are multinational (MNC''s) food producers'' viz. Nestle (Friskies), Mars (Master Food), Heinz, Sara lee, Unilever, and CSM. To source their key raw materials, these MNC''s prefer HACCP certified vendors. Employing HACCP in the production system one can check the following contaminations:

- Physical

- Chemical

- Microbial

(C) Good Manufacturing Practices (GMP)

Company''s 100% EOU units are certified WHO Good Manufacturing Practices (WHO-GMP). Guar Polymers produced using GMP is included in the Food Chemical Codex (FCC) and approved for food use. Therefore, GMP ensures the customers that the products are manufactured in good and hygienic conditions.

FOREIGN EXCHANGE EARNING AND OUTGOINGS

The detail of foreign exchange earnings and outgoings is provided in page no. 7 of the annual report. CONSERVATION OF ENERGY

The information on Conservation of Energy required under Section 217(I) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is provided in page 7 as Annexure A to Directors Report.

DIRECTORS'' RE-APPOINTMENT

Mr. Neeraj Chhabra independent director of the company offer himself for re-appointment at this Annual General Meeting. The Board Governance Committee has recommended their re-appointment for consideration of the shareholders. A brief profile of Mr. Neeraj Chhabra is given in the notice of Annual General Meeting.

Mr. Kishan Lal independent director of the company offer himself for re-appointment at this Annual General Meeting. The Board Governance Committee has recommended their re-appointment for consideration of the shareholders. A brief profile of Mr. Kishan Lal is given in the notice of Annual General Meeting.

Mr. Vishnu Bhagwan independent director of the company offer himself for re-appointment at this Annual General Meeting. The Board Governance Committee has recommended their re-appointment for consideration of the shareholders. A brief profile of Mr. Vishnu Bhagwan is given in the notice of Annual General Meeting.

Mr. R A Mittal independent director of the company offer himself for re-appointment at this Annual General Meeting. The Board Governance Committee has recommended their re-appointment for consideration of the shareholders. A brief profile of Mr. R A Mittal is given in the notice of Annual General Meeting.

Mrs. Bimla Devi Jindal retires by rotation and being eligible offer himself for re-appointment at this Annual General Meeting. The Board Governance Committee has recommended their re-appointment for consideration of the shareholders. A brief profile of Mrs. Bimla Devi Jindal is given in the notice of Annual General Meeting.

STATUTORY AUDITORS'' APPOINTMENT

The Company''s Auditors M/s Arun K Agarwal & Associates., Chartered Accountants, New Delhi, who retire at the ensuing Annual General Meeting of the company, are eligible for re-appointment. They have confirmed their eligibility, for re-appointment as Auditors of the Company. Consent U/S 139 of company act, 2013 has been taken from the auditor in this regard.

COST AUDITORS'' APPOINTMENT

As per the requirement of the Central Government, and in pursuance of Section 233B of The Companies Act, 1956, your company carries out an audit of cost records. Subject to the approval of the Central Government, your Directors have appointed M/s Baghuguna & Company, to audit the cost accounts of the company for the financial year 2014-15.

SECRETARIAL AUDITOR

As per the new provisions of company Act, 2013 your company u/s 204 is required to appoint secretarial auditor. The Company is under the process of appointment of secretarial auditor for the year 2014-15

FIXED DEPOSITS

During the year under review, your Company has neither invited nor accepted any fixed deposits from the public or its employees within the meaning of section 58A of the Companies Act, 1956 and Rules made thereunder. PARTICULARS OF EMPLOYEES

There are no employees in the Company whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND In this financial year your company has due dates for transferring the unclaimed dividend amount of 1st and 2nd Interim dividend declared in 2007-08 in Investor Education and Protection Fund on 24.10.2014 and 29.01.2015. All the shareholders are requested to claim their dividend before 24.10.2014 and 29.01.2015.

DIRECTORS RESPONSIBILITY STATEMENT

On behalf of the Directors we have confirmed that as required under Section 217 (2AA) of the Companies Act, 1956:-

(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures is made from the same;

(b) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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 the period;

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

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

CORPORATE GOVERNANCE

We believe Corporate Governance is at the heart of Shareholder value creation. Our governance practices are described separately at page 8 of the Annual Report. We have obtained a certification from a Statutory Auditor''s of the company on compliance with clause 49 of the listing agreement with Indian Stock Exchanges. The certificate is given at page 14.

CORPORATE SOCIAL RESPONSIBILITY

The Company''s CSR activities build an important bridge between business operations and social commitment evolving into an integral part of business functions, goals and strategy. These activities focus on the following domain: As part of its Corporate Social Responsibility, your company undertakes a range of activities to improve the living conditions of the weaker sections living near its plants. These include education, healthcare, vocational guidance and rural development.

During the year under review, Skill development training programmes were imparted to unemployed youth in partnership with specialized NGO''s.

On the health and nutritional front, your company took various initiatives for better health.

Your company also distributed free Guar Seeds to various farmers of Rajasthan.

OCCUPATIONAL HEALTH & SAFETY

Your Company engages different programmes targeting critical areas across all the units to address risk associated with operations. Effectiveness of these programmes is being constantly assessed by the top management.

A behavior based safety training programme was launched in May 2012. The programme trains people so that they can prevent injuries at the workplace and at the home.

Our line managers are provided with different types of risk assessment tools to help them identify risk and decide on appropriate control measures. Hazard identification and Risk Assessment workshops are being continued at sites to refine anticipation capability amongst the employees by enhancing their hazard observation skills.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control system of the company is commensurate with the size, scale and complexity of its operations. It is being constantly assessed and strengthened with new/ revised standard operating procedures and robust internal and information technology controls.

The formalized systems of control facilitate effective compliances as per Clause 49 of the Listing agreement with the stock exchange.

The Company''s internal audit department objectively and independently tests the design and operating effectiveness of the internal control system to provide a credible assurance to the Board and Audit Committee regarding the adequacy and effectiveness of the internal control system. The internal audit function monitors the effectiveness of controls, and also provides an indepenedent and objective assessment of the overall governance processes in the Company, including the application of a systematic risk management framework.

Internal audit plays a key role by providing an assurance to the Board of Directors, and value adding consultancy service to the business operations.

ENHANCING SHAREHOLDERS VALUE

Your company believes that its Members are among its most important stakeholders. Accordingly your company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive assets and resource base and nurturing overall corporate reputation. The company is also committed in creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions for the society for sustainable growth and development.

INDUSTRIAL RELATIONS

The relation with employees at all levels has been cordial throughout the year. The Company has no employee drawing remuneration above the limit mentioned 217(2A) of the Companies Act, 1956 and accordingly no statement is annexed.

ACKNOWLEDGMENTS

Your Directors take this opportunity to thank all stake holders - customers, vendors, banks, regulatory and government authorities, and Stock Exchanges for their continued support. Your Directors also acknowledge with thanks, the support extended by Financial Institutions. The Board also places on record their appreciation to all employees for their commitment and wholehearted co-operation towards company.

By Order of the Board of Director For VIKAS WSP LIMITED

Sd/-

(B. D. Agarwal) Managing Director

Date:04.09.2014 Place :Sri Ganganagar


Mar 31, 2013

To The Members,

The Directors take pleasure in presenting the twenty fifth Annual Report of the Company with the audited accounts for the financial year ended March 31, 2013.

HIGHLIGHTS OF PERFORMANCE

- Operating earnings before interest and tax increased in 2013 by 213.45% to Rs. 54327.34 lakhs, from Rs. 25452.36 lakhs in 2012.

- Revenue from financial operations increased in 2013 by 273.26% to 290635.52 lakhs from Rs. 106357.26 lakhs in 2012.

Financial Results

(Rs. In Lacs)

Particulars Year ended Year ended 31.03.2013 31.03.2012

Revenue from operations 290635.52 106357.26

Other income 565.34 202.99

Total expenditure 232329.80 76624.08

Finance costs 2611.21 2587.68

Profit after finance cost but before depreciation 56259.85 27348.49

Depreciation and amortization expenses 4543.72 4483.81

Profit before tax (PBT) 51716.13 22864.68

Tax expenses 17262.97 7397.12

Profit for the year (PAT) 34453.16 15467.56

Appropriations

Proposed final dividend 1374.40 1374.40

Tax on dividend 233.58 224.29

Transfer to General Reserve 3446.00 1548.00

Reserves & Surplus 138348.02 105502.84

DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs. 1 per equity share of Rs. 1/- each. The total outgo for the current financial year amounts to 160.8 millions, including dividend distribution tax of Rs. 23.36 Millions, as against Rs. 137.44 Millions including dividend distribution tax of Rs. 22.30 Millions in the previous year.

FUTURE PROSPECTS

Guar Gums main demand is increasing in the food and oil and gas segment. Guar gum polymers demand in the food segment is increasing @ 7 to 8% in the developed countries whereas it is showing an increase of 12-15% in the developing countries. Demand of Guar polymers for oil and gas wells drilling and fracturing is increasing day by day as the global crude oil prices are on increase. Company''s R&D is constantly involved in developing newer guar products for food and other industrial applications for the effective control of processing problems and the same is conducive in expanding global guar polymers market. International market for certified organic guar polymer is also increasing. Taking all these prospects together, the demand for guar polymers is bound to increase in the years ahead. So the future prospects are expected to be even better. INTERNATIONAL QUALITY STANDARDS AND THEIR CERTIFICATIONS-

(A) An ISO 9001:2000 - Certified Company- 100% EOU units of the company have been certified as ISO 9001:2000 by DNV - a Norvagian Company. So the company is meeting all the quality control parameters as set out by DNV.

(B) Hazards Analysis of Critical Control Points (HACCP)- The product manufactured by the company is also used in the food production as thickening and binding agent. The user customers are multinational (MNC''s) food producers'' viz. Nestle (Friskies), Mars (Master Food), Heinz, Sara lee, Unilever, and CSM. To source their key raw materials, these MNC''s prefer HACCP certified vendors. Employing HACCP in the production system one can check the following contaminations:

- Physical

- Chemical

- Microbial

(C) Good Manufacturing Practices (GMP)

Company''s 100% EOU units are certified WHO Good Manufacturing Practices (WHO-GMP). Guar Polymers produced using GMP is included in the Food Chemical Codex (FCC) and approved for food use. Therefore, GMP ensures the customers that the products are manufactured in good and hygienic conditions. FOREIGN EXCHANGE EARNING AND OUTGOINGS The detail of foreign exchange earnings and outgoings is provided in page no. 8 of the annual report under Annexure B to Directors Report of the Annual Report.

CONSERVATION OF ENERGY

The information on Conservation of Energy required under Section 217(I) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is provided in page 8 under Annexure A to Directors Report of the Annual Report.

DIRECTORS'' RE-APPOINTMENT

Mrs. Bimla Devi Jindal retires by rotation and being eligible offer herself for re-appointment at this Annual General Meeting. The Board Governance Committee has recommended their re-appointment for consideration of the shareholders. A brief profile of Mrs. Bimla Devi Jindal is given in the notice of Annual General Meeting.

Mrs. Kamini Jindal retires by rotation and being eligible offer herself for re-appointment at this Annual General Meeting. The Board Governance Committee has recommended their re-appointment for consideration of the shareholders. A brief profile of Mrs. Kamini Jindal is given in the notice of Annual General Meeting.

Mrs. Deepika Aggarwal being eligible offers herself for appointment at this Annual General Meeting as a regular director. The Board Governance Committee has recommended her appointment for consideration of the shareholders. A brief profile of Mrs. Deepika Aggarwal is given in the notice of Annual General Meeting.

Mr. Neeraj Chhabra being eligible offers himself for appointment at this Annual General Meeting as a regular director. The Board Governance Committee has recommended his appointment for consideration of the shareholders. A brief profile of Mr. Neeraj Chhabra is given in the notice of Annual General Meeting.

STATUTORY AUDITORS'' APPOINTMENT

The Company''s Auditors M/s Arun K Agarwal & Associates., Chartered Accountants, New Delhi, who retire at the ensuing Annual General Meeting of the company, are eligible for re-appointment. They have confirmed their eligibility under Section 224 of The Companies Act, 1956, for re-appointment as Auditors of the Company.

COST AUDITORS'' APPOINTMENT

As per the requirement of the Central Government, and in pursuance of Section 233B of The Companies Act, 1956, your company carries out an audit of cost records. Subject to the approval of the Central Government, your Directors have appointed M/s Baghuguna & Company, to audit the cost accounts of the company for the financial year 2013.

FIXED DEPOSITS

During the year under review, your Company has neither invited nor accepted any fixed deposits from the public or its employees within the meaning of section 58A of the Companies Act, 1956 and Rules made thereunder.

PARTICULARS OF EMPLOYEES

There are no employees in the Company whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

DIRECTORS RESPONSIBILITY STATEMENT

On behalf of the Directors we confirm that as required under Section 217 (2AA) of the Companies Act, 1956:-

(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures is made from the same;

(b) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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 the period;

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

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

CORPORATE GOVERNANCE

We believe Corporate Governance is at the heart of Shareholder value creation. Our governance practices are described separately at page 9 of the Annual Report. We have obtained a certification from Practing Company Secretary on compliance with clause 49 of the listing agreement with Indian Stock Exchanges. The certificate is given at page 15 of the Annual Report.

COMMUNITY DEVELOPMENT

As part of its Corporate Social Responsibility, your company undertakes a range of activities to improve the living conditions of the weaker sections living near its plants. These include education, healthcare, vocational guidance and rural development.

During the year under review, Skill development training programmes were imparted to unemployed youth in partnership with specialized NGO''s.

On the health and nutritional front, your company took various initiatives for better health.

Your company also distributed free Guar Seeds to various farmers of Rajasthan.

OCCUPATIONAL HEALTH & SAFETY

Your Company engages different programmes targeting critical areas across all the units to address risk associated with operations. Effectiveness of these programmes is being constantly assessed by the top management.

A behavior based safety training programme was launched in May 2012. The programme trains people so that they can prevent injuries at the workplace and at the home.

Our line managers are provided with different types of risk assessment tools to help them identify risk and decide on appropriate control measures. Hazard identification and Risk Assessment workshops are being continued at sites to refine anticipation capability amongst the employees by enhancing their hazard observation skills.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control system of the company is commensurate with the size, scale and complexity of its operations. It is being constantly assessed and strengthened with new/ revised standard operating procedures and robust internal and information technology controls.

The formalized systems of control facilitate effective compliances as per Clause 49 of the Listing agreement with the stock exchange.

The Company''s internal audit department objectively and independently tests the design and operating effectiveness of the internal control system to provide a credible assurance to the Board and Audit Committee regarding the adequacy and effectiveness of the internal control system. The internal audit function monitors the effectiveness of controls, and also provides an indepenedent and objective assessment of the overall governance processes in the Company, including the application of a systematic risk management framework. Internal audit plays a key role by providing an assurance to the Board of Directors, and value adding consultancy service to the business operations.

ENHANCING SHAREHOLDERS VALUE

Your company believes that its Members are among its most important stakeholders. Accordingly your company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive assets and resource base and nurturing overall corporate reputation. The company is also committed in creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions for the society for sustainable growth and development.

INDUSTRIAL RELATIONS

The relation with employees at all levels has been cordial throughout the year. The Company has no employee drawing remuneration above the limit mentioned 217(2A) of the Companies Act, 1956 and accordingly no statement is annexed.

DELISTING OF SHARES

Pursuant to Regulation 7 of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 ("Delisting Regulations"), Company has applied for voluntary delisting of its equity shares from following regional stock exchanges where the securities of the company were listed, other than Bombay Stock Exchange Limited (BSE) :

- The Delhi Stock Exchange, New Delhi

- The Jaipur Stock Exchange, Jaipur

- The Ahemdabad Stock Exchange, Ahemdabad

- The Cochin Stock Exchange, Cochin

As per Delisting Regulation, Company''s Securities can be delisted from Regional Stock Exchanges if the shares of the company continue to be listed on Bombay Stock Exchange (BSE). The benefits accruing to the investors by keeping the equity shares listed on these Stock Exchanges do not commensurate with the cost incurred by the company for the continued listing on these Stock Exchanges. The shareholders in the region of these Stock Exchanges will not suffer due to delisting as Bombay Stock Exchange has nationwide trading terminals.

ACKNOWLEDGMENTS

Your Directors take this opportunity to thank all stake holders - customers, vendors, banks, regulatory and government authorities, and Stock Exchanges for their continued support. Your Directors also acknowledge with thanks, the support extended by Financial Institutions. The Board also places on record their appreciation to all employees for their commitment and wholehearted co-operation towards company.

By Order of the Board of Director

For VIKAS WSP LIMITED

Sd/-

Date : 14.08.2013 (B. D. Agarwal)

Place : Sri Ganganagar Managing Director


Mar 31, 2012

To The Members,

I am happy to present on behalf of the Board of Directors, the Annual Report of your Company and the audited statement of accounts for the year ended 31st March 2012.

Financial Performance

Key aspects of your Company's Financial Performance for the financial years 2011-2012 and 2010-2011 are tabulated below:

(Rs. In Millions)

ITEMS YEAR ENDED YEAR ENDED 31.03.2012 31.03.2011

1. Revenue from operations 10635.73 5460.14

2. Other Income 20.30 23.83

3. Total Expenditure 7662.41 3602.42

4. Interest 258.77 162.92

5. Gross Profit/Loss after Interest but before depreciation 2734.85 1718.63

6. Depreciation 448.38 407.46

7. Net Profit/Loss before tax 2286.47 1311.17

8. Tax Expenses 739.71 88.89

9. Net Profit/Loss after tax 1546.76 1222.28

10. Extra Ordinary Items

11. Net Profit for the period 1546.76 1222.28

12. Appropriations

(a) Proposed/Interim Dividend 137.44 34.36

(b) Corporate Tax on distributed dividend 22.30 5.71

(c) Transfer to General Reserve

154.80 122.23

14. Reserves & Surplus 10550.28 9163.26

15. Book value/share 77.76 67.67

Operations

During this period, your company has achieved a total turnover of Rs. 10635.73 million as compared to that of Rs. 5460.14 millions in the previous year. So, our sales for the current year grew by 94.79% over the previous year. During the year under review the company has earned a net profit of Rs 1546.76 million as compared to net profit of Rs.1222.28 millions in previous year. Therefore, our net profit for the current year grew by 26.55% over the previous year.

Dividend

Your Directors proposed final dividend of 100% per equity share of Rs. 1/- each for the financial year 2011-12 for your approval, if approved then the record date for the purpose of payment of dividend is fix on 14th September 2012 as register of members will be closed from 17th September, 2012 to 27th September, 2012 (both dates inclusive) and payable to its shareholders who were on the register of members of our company as at the closing hours of record date. Dividend paid by your company for last five years.

DIVIDEND HISTORY

YEAR 2007-08 2008-09 2009-10 2010-11 2011-12 2012

AMT. 0.5 0.5 0.5 0.25 1 1

Future prospects

The demand of Guar polymers for oil and gas wells drilling and fracturing is increasing day by day as the global crude oil prices are on increase. Company's R&D is constantly involved in developing newer guar products for food and other industrial applications for the effective control of processing problems and the same is conducive in expanding global guar polymers market. International market for certified organic guar polymer is also on increase at a robust rate. Taking all these prospects together, the demand for guar polymers is bound to increase in the years ahead. So the future prospects are expected to be even better. International Quality Standards and their certifications-

(A) An ISO 9001:2000 - Certified Company-

100% EOU units of the company have been certified as ISO 9001:2000 by DNV - a Norvagian Company. So the company is meeting all the quality control parameters as set out by DNV.

(B) Hazards Analysis of Critical Control Points (HACCP)-

The product manufactured by the company is also used in the food production as thickening and binding agent. The user customers are multinational (MNC's) food producers' viz. Nestle (Friskies), Mars (Master Food), Heinz, Sara lee, Unilever, and CSM. To source their key raw materials, these MNC's prefer HACCP certified vendors. Employing HACCP in the production system one can check the following contaminations:

- Physical

- Chemical

- Mcrobial

(C) Good Manufacturing Practices (GMP)

Company's 100% EOU units are certified WHO Good Manufacturing Practices (WHO-GMP). Guar Polymers produced using GMP is included in the Food Chemical Codex (FCC) and approved for food use. Therefore,

GMP ensures the customers that the products are manufactured in good and hygienic conditions.

Foreign Exchange Earning and Outgoings

The detail of foreign exchange earnings and outgoings is provided in page no. 6 of the annual report.

Conservation of Energy

The information on Conservation of Energy required under Section 217(I)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is provided in page no. 6 of the annual report.

Directors' re-appointment

Mr. Ravi Sharma retires by rotation and being eligible offer himself for re-appointment at this Annual General Meeting. The Board Governance Committee has recommended their re-appointment for consideration of the shareholders. A brief profile of Mr. Ravi Sharma is given in the notice of Annual General Meeting.

Mr. Rakesh Jindal retires by rotation and being eligible offer himself for re-appointment at this Annual General Meeting. The Board Governance Committee has recommended their re-appointment for consideration of the shareholders. A brief profile of Mr. Rakesh Jindal is given in the notice of Annual General Meeting.

Ms. Kamini Jindal being eligible offers herself for appointment at this Annual General Meeting as a regular director. The Board Governance Committee has recommended their appointment for consideration of the shareholders. A brief profile of Ms. Kamini Jindal is given in the notice of Annual General Meeting.

Auditors' Appointment

M/s Arun K Agarwal & Associates., Chartered Accountants, New Delhi, Statutory Auditor of the company, being eligible, offers himself for re-appointment.

Fixed Deposits

During the year under review, your Company has neither invited nor accepted any fixed deposits from the public or its employees within the meaning of section 58A of the Companies Act, 1956 and Rules made thereunder.

Related Party Transactions

Related party transactions have been disclosed in the notes to the accounts.

Particulars of Employees

There are no employees in the Company whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

Directors Responsibility Statement

On behalf of the Directors I confirm that as required under Section 217 (2AA) of the Companies Act, 1956:- (a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures is made from the same;

(b) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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 the period; (c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

Corporate Governance

We believe Corporate Governance is at the heart of Shareholder value creation. Our governance practices are described separately at page no. 7 of the Annual Report. We have obtained a certification from a Statutory Auditor's of the company on compliance with clause 49 of the listing agreement with Indian Stock Exchanges. The certificate is given at page no. 10

Industrial Relations

The relation with employees at all levels has been cordial throughout the year. The Company has no employee drawing remuneration above the limit mentioned 217(2A) of the Companies Act, 1956 and accordingly no statement is annexed.

Acknowledgments

Your Directors take this opportunity to thank all stake holders, customers, vendors, banks, regulator and governmental authorities, and Stock Exchanges for their continued support. Your Directors also acknowledge with thanks, the support extended by Financial Institutions. The Board also place on record their appreciation for the wholehearted co-operation received from its employees.

By Order of the Board of Directors

For VIKAS WSP LIMITED

Sd/-

Date : 29.08.2012 (B. D. Agarwal)

Place : Sri Ganganagar Managing Director

 
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