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Directors Report of Vitan Agro Industries Ltd.

Mar 31, 2015

Dear Members,

We are pleased to present the report on our business and operations for the year ended 31st March, 2015. 1. Results of our Operations:

The Company's financial performance for the year ended 31st March, 2015 is summarised below;

Rs. In lacs Particulars FY 2014-2015 FY 2013-2014

Revenue from Operations 515.74 64.44

Other Income 56.29 19.65

Total Income 572.03 84.08

Total Expenses 524.32 60.61

Profit Before Tax & Extraordinary Items 47.71 23.47

Tax Expense

-Current Tax 14.78 7.21

-Deferred Tax Liability/(Assets) 0.03 -

Net Profit for the Year 32.91 16.26

a. Review of operations and affairs of the Company:

During the year under review, the Company has earned a Profit before Interest, Depreciation and Tax of Rs. 48.87/-lacs as compared to previous year Rs.23.61/- lacs. The net profit for the year under review has been Rs.32.91 lacs as compared to the previous year net profit Rs. 16.26 lacs.

Your company is in engaged in the business is trading in Agro based products like Pulses, Grains, Spices, Edible Oil, Agarbattis and Agro Based - Fast Moving Consumer Goods. The Vision of your company is to a global player in Agro industry and moving forward to evolve as a pioneer company in Agro and Food industry by running successful "Speciality Stores" and has a strategic business vision of forward and backward integrated units. In addition to the aforesaid, your Company also has plans to venture in to the industry of delivering packed Tiffin's/Lunches to MNC's Educational Institutions, IT Hubs, etc., on contract basis, and own, manage and run various Hotels/restaurants under one business roof of the Company. Keeping in view the Company's future growth plans and strategies, the Board of Directors the company, at the meeting of Board of Directors of the Company held on 1st September, 2015, approved the acquisition of the 100% Share Capital and Voting Rights of the following business entities, subject to approval of the shareholders at the ensuing Annual General Meetting;

i. M/s. A-Diet Express Hospitality Service Limited (CIN: U55101TN2005PLC057218) ("Herein after referred to as "A-Diet") having its registered office at No. 67/31, II Floor, Ameerjan Sahib Street, Choolaimedu, Chennai - 600094.

Business Overview:

A-Diet has been operating in the field of Catering Services including preparations, preservation, delivery and serving Food Products for over a decade. It servers around 50,000 meals per day to various customers and thus serving around 18 million meals per year. It has employee strength of over 2000 employees. It manages food services in the model of both onsite and offsite production. It has two "Central Kitchen(s)" situated at Shenoy Nagar and Sriperumbudur Taluk respectively. Further it manages over 12 Industrial Canteens, 6 Institutional Mess, 12 Hospitals in Tamil Nadu and many others. A-Diet has been award a Certificate of Compliance of ISO 9001:2008 by EQFS and a Credit rating of SE 2B has been award by NSIC-CRISIL.

A-Diet has a total revenue of Rs. 39.81 Crores and the PAT of Rs. 18.43 lacs during the FY 2014-2015. The Company has been consistent in achieving good returns over the past many years.

ii. M/s. Amirdam Food Private Limited (CIN: U15549TN1995PTC033387) ("Herein after referred to as "AFP") having its registered office at No.5, Shoping Complex, SAF Games Village, Koyambedu, Chennai - 600 107.

Business Overview:

M/s. Amirdam Food Private Limited was earlier known M/s. Sukra Waters Pvt Ltd and before that as M/s. Shree Mineral Waters Pvt Ltd. APF was carrying the business of packaged drinking water business from 1997 to 2013, due to intensive competition, falling sale prices and increase in cost, the management of AFP decided to change its business activity. AFP post 2013 ventured in to the business activity of Fine Dinning Pure Vegetarian Restaurants, under the Brand Name of "Hotel Jeevan Cafe'" under Franchise model. The First Hotel Jeevan Cafe was inaugurated at Arcot. The Restaurant serves a variety of food items of South Indian, North Indian, Tandoor, Chinese, Juices, Desserts, Snacks, Coffee, Tea etc., Subsequently during the past few years AFP has inaugurated 4 more Restaurants under the brand "Jeevan Hotel Cafe" at Vadapalani, Pallikkarani, Maraimalai Nagar and Ponneri TK.

Subsequently APF has in the FY 2015-2016 has venture in to brand new restaurant under the name of "ANNALAYA" at Nungambakkam, a pure vegetarian southern speciality restaurant, getting recognised as must visit place for South Indian Meals at affordable pricing.

All the Restaurants a fully Air Conditioned, generally with a seating capacity of around 50-100 people.

AFP has total revenue of Rs. 11.53 lacs and PAT of Rs. 3.70 lacs during the FY 2014-2015 as compared to a total revenue of Rs. 10.40 lacs and PAT of Rs.(1.67) lacs. AFP has constantly been growing and is expected to achieve good returns from its new ventures.

b. Dividend:

Your Directors do not recommend any dividend for the year under review, and has decided to retain the surplus with the company for furthering the growth of the Company.

c. Transfer to Reserves:

The entire net profit of the company for the FY 2014-2015 is retained as Surplus. The Company has not proposed to transfer any amount to any reserve.

d. Deposits:

During the year under review, your company has not accepted any deposits from the public within the meaning of section 76 of the Companies Act 2013 and the rules there under. There are no public deposits, which are pending for repayment.

e. Particulars of loans, guarantees or investments:

Loans and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Further it is informed that the Company has neither given any guarantees nor provided any security during the Financial Year under review.

f. Particulars of contracts or arrangements made with related parties:

The company has not entered in to any contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, during the financial year under review. The Policy on Related Party Transaction is available on our website www.vitanagroindustriesltd.com.

g. Variation in market Capitalization:

The Securities of your Company were listed at Madras Stock Exchange and Delhi Stock Exchange Limited at the start of the FY 2014-2015, and no trading platform were being provided by both of these Stock Exchanges. The Company subsequently applied for Direct Listing at BSE Limited and the securities of the Company were Listed and admitted to dealing at BSE Limited w.e.f., 06th June, 2014 and 16th July, 2014 respectively.

The Board of Directors of the Company subsequently applied for Delisting of the securities of the Company from both Madras Stock Exchange Limited and Delhi Stock Exchange Limited and received the approval from Madras Stock Exchange Limited for Delisting of securities w.e.f., 15th October, 2014, but during the pendency of approval from Delhi Stock Exchange Limited, SEBI vide its Order Ref. No. WTM/PS/45/MRD/DSA/NOV/2014 dated 19th November, 2014 De- recognized Delhi Stock Exchange w.e.f., 19th November, 2014. Therefore the Equity Shares of the Company is deemed to be Delisted from the Delhi Stock Exchange Limited w.e.f., 19th November, 2014.

In view of the Company, the variation in the market Capitalization is not calculated, but the position of the same as on 31st March, 2015 is provided hereunder;

Particulars As at 31st March, 2015

Market Value per share 127.05

No. of Shares 83,53,565

Market Capitalization 106,13,20,433

EPS 0.39

Price earnings ratio 325.77

Percentage increase/decrease in the Market Price of the Shares 535.25% in comparison with the last IPO (1)

Note: (1) The IPO of the company was brought out in the FY 1995-1996 at a rate Rs. 20/- per Share, The face value per share of the Company at the time of IPO was Rs. 10/- per share.

h. Director's Responsibility Statement:

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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

(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 (erstwhile Companies Act, 1956) 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 have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

i. Recommendations of the Audit Committee:

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

2. Human Resource Management:

To ensure good human resources management at Vitan Agro Industries Limited, we focus on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams, including the leadership.

a. Particulars of employees:

The table containing the details of remuneration of Directors and Employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure I to this report..

There are no employees who were in receipt of remuneration in excess of the ceiling prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company currently do not provide any Employee Stock Option Scheme/Employee Stock Purchase Scheme to its employees.

b. Key Managerial Personnel:

i. Managing Director or Chief Executive Officer or Manager and in their absence, a Whole-Time Director:

- Mr. Dinanath Shyamsundar (DIN: 06428256) is the Whole-Time Director of the Company.

ii. Company Secretary:

- During the year under review, Mr. Raghavan Gopalaswami resigned from the post of Company Secretary & Compliance officer of the Company with effect from 31st October, 2014 and since then the Board did not find a suitable candidate for the position of Company Secretary. The Board is in the Process of identifying a suitable candidate for the position of Company Secretary.

iii. Chief Financial Officer:

- Mr. Karuppaiyan Thiyagarajanhas has been appointed as the CFO of the Company w.e.f., 01st June, 2015.

3. Corporate Governance:

In pursuance to the SEBI CIRCULAR No.CIR/CFD/POLICY CELL/2/2014 17thApril, 2014 and CIRCULAR No. CIR/CFD/POLICY CELL/7/2014 15thSeptember, 2014; the compliance of revised Clause 49 is not mandatory for a company having paid up of 10 Crore or Net-worth of 25 Crore, in the immediate preceding FY and it is hereby informed that your Company during the preceding financial year neither has the paid-up capital nor the Net-worthof Rs. 10 crore and Rs. 25 crore respectively. Thus the Compliance of Clause 49 of the Listing Agreement is not mandatory for the Company.

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders' expectations. At Vitan Agro Industries Limited, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

a. Compliance Department:

During the year under review, following changes took place with respect to the Compliance Officer of the Company:

- Mr. Raghavan Gopalaswami was functioning as the Company Secretary cum Compliance Officer of the Company till 31st October, 2014,

- For time being the Company has appointed Mr. Dinanath Shyamsundar, Whole-Time Director as the Compliance Officer of the Company.

- The Board is in the Process of identifying a suitable candidate for the position of Company Secretary cum Compliance Officer.

The compliance department of the company is responsible for independently ensuring that the operating and business units comply with regulatory and internal guidelines. New instructions/guidelines issued by the regulatory authorities were disseminated across the company to ensure that the business and business units operate within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes.

b. Information on the Board of Directors of the Company:

During the year under review, following changes took place in the Composition of Board of Directors of the Company;

(i) The Board of Directors of the Company at the Meeting held on 21st July, 2014 approved the following

a. Appointment of Mr. S Krishna Rao (DIN: 00479451), as the Additional Director with immediate effect to hold office till the conclusion of the ensuing Annual General Meeting.

b. Taking on record the resignation of Mr. Anandan Ranganathan (DIN: 03203800) from the directorship of the Company w.e.f 21st May, 2014

(ii) The Shareholders at the Annual General Meeting of the Company held on 01st September, 2014 approved the following;

a. Re-appointment of Mr. V. P. Chokani (DIN: 00754145), Director, who was retiring by rotation.

b. Appointment of Mr. Amit Hajarilal Chaurasiya (DIN 06629868) as Independent Director of the Company to hold office for five consecutive years, for a term upto 31st March 2019

c. Appointment of Mr. Dinanath Shyamsundar (DIN: 06428256) as Whole Time Director of the company for a period of Three years with effect from 14th February, 2014 upto 13th February, 2017.

d. Regularisation and Appointment of Mr. S Krishna Rao (DIN: 00479451), as Independent Director of the Company to hold office for five consecutive years, for a term upto 20th July, 2019.

(iii) The Board of Directors of the Company at the Meeting held on 06th February, 2015 approved the following;

a. Appointment of Mr. Singara Babu Indira Kumar (DIN: 00892351), as the Additional Director with immediate effect to hold office till the conclusion of the ensuing Annual General Meeting.

b. Taking on record the resignation of Mr. S Krishna Rao (DIN: 00479451) from the directorship of the Company w.e.f the Closing of working hours of 09th February, 2015

(iv) The Board of Directors of the Company at its Meeting held on 10th March, 2015 appointed Mr. Thilakarasu Venkatasamy (DIN: 01753148) as Additional Director cum Non-Executive - Professional Director of the Company, w.e.f., 10th March, 2015 to hold office till the conclusion of the ensuing Annual General Meeting.

(v) The Board of Directors of the Company at the Meeting held on 30th March, 2015 approved the following;

a. Appointment of Mrs. Prabhakaran Maheshwari (DIN: 00594789), was appointed as the Additional Director cum Independent Director w.e.f., 30th March, 2015 to hold office till the conclusion of the ensuing Annual General Meeting.

b. Taking on record the resignation of Mr. Vishnu Prasad Chokani (DIN: 00754145) from the directorship of the Company w.e.f the closing of working hours of 30th March, 2015.

(vi) The Board of Directors of the Company at the Meeting held on 29th August, 2015 approved the following;

a. Appointment of Mr. Baskaran Sathya Prakash (DIN: 01786634), as the Additional Director cum Independent Director w.e.f., 29th August, 2015 to hold office till the conclusion of the ensuing Annual General Meeting.

b. Appointment of Mr. Pattamadai SubramaniamVeerabahu (DIN: 07274504) as the Additional Director cum Independent w.e.f., 29th August, 2015 to hold office till the conclusion of the ensuing Annual General Meeting.

In compliance with the Companies Act, 2013 the following directors are proposed to be appointed as Director/Independent Directors/Executive Director of the Company by the approval of the Share Holders of the Company;

(i) Regularisation and Appointment of Mr. Singara Babu Indira Kumar (DIN: 00892351) as the Managing Director of the Company for a period of one year i.e., from 01st October, 2015 to 30th September, 2016.

(ii) Regularisation of Mr. Thilakarasu Venkatasamy (DIN: 01753148) as Non-Executive cum Professional Director of the Company.

(iii) Regularisation of Mrs. Prabhakaran Maheshwari (DIN: 00594789) as Non-Executive Director of the Company.

(iv) Regularisation of Mr. BaskaranSathya Prakash (DIN: 01786634) as an Independent Director of the Company to hold office from till 28th August, 2020 under the provision of Section 149 of the Companies Act, 2013 and rules thereof.

(v) Regularisation of Mr. Pattamadai SubramaniamVeerabahu (DIN: 07274504) as Independent Director of the Company to hold office till 28th August, 2020 under the provision of Section 149 of the Companies Act, 2013 and rules thereof.

c. Board Diversity:

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website www.vitanagroindustriesltd.com.

d. Details with regards to meeting of Board of Directors of the Company:

During the FY 2014-2015, 13 (Thirteen) meetings of the Board of Directors of the Company were held i.e. on 17th April, 2014, 26th April, 2014, 26th May, 2014, 20th June, 2014, 21st July, 2014, 16th September, 2014, 12th November, 2014, 20th December, 2014, 27th January, 2015, 06th February, 2015, 23rd February, 2015, 10thMarch, 2015 and 30th March, 2015.

e. Policy on directors' appointment and remuneration:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on the date of this report, the Board consist of 7 Members, of whom, 1 is the Executive Director, 2 are Non-Executive Directors, 3 are Independent Director and 1 is a Non- Executive Director proposed to be appointed as Executive Director. The Board periodically evaluates the need for change in its composition and size.

The Policy of the Company on Director's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board, is appended as Annexure II to this report. We affirm that the remuneration paid to the director is as per the terms laid out in the said policy.

f. Declaration by Independent Directors:

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

g. Training of Independent Directors:

Every new Independent Director at the time of appointment is issued a detailed Appointment Letter incorporating the role, duties and responsibilities, remuneration and performance evaluation process, Code of Conduct and obligations on disclosures.

Further every new Independent Director is provided with copy of latest Annual Report, the Code of Conduct, the Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders ("Code of Conduct - PIT") and the Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information (the "Fair Practice Code"), Tentative Schedule of upcoming Board andCommittee meetings.

The Company through its Executive Directors / Key Managerial Personnel conduct programs / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company.

Thus such programs / presentations provides an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Company's strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time. The Policy on the Familiarization Programme for Independent Directors is available on our website www.vitanagroindustriesltd.com.

h. Board's Committees:

Currently, the Board has three committees: the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee. All committees are appropriately constituted.

The details of the composition and Committee meetings are as follows:

Name of the Committee Name of the Company Member Position in the Committee

Mr. Baskaran Satya Prakash Chairman Audit Committee Mr. Pattamadai Subramanian Veerabahu Member

Mr. Dinanath Shyam Sundar Member

Note: The Committee met six times in a year i.e. on 26.05.2014, 21.07.2014, 16.09.2014, 12.11.2014, 06.02.2015 and 23.02.2015

Mr. Amit Hajaralal Chairman Nomination and Mr. Baskaran Satya Prakash Member Remuneration CommitteeMr. Pattamadai Subramanian Veerabahu Member

Note: The Committee met six times in a year i.e. on 16.09.2014, 12.11.2014, 06.02.2015, 20.02.2015, 10.03.2015 and 30.03.2015.

Mr. Amit Hajaralal Chairman Stakeholders Relation Mr. Baskaran Satya Prakash Member ship Committee

Mr. Pattamadai Subramanian Veerabahu Member

Note: The Committee met six times in a year i.e. on 17.04.2014, 12.09.2014, 15.09.2014, 23.09.2014, 02.12.2014 and 20.01.2015

i. Board Evaluation:

The board of directors has carried out an annual evaluation of its "own performance", "Board committees" and "individual directors" pursuant to the section 134(3) of the Companies Act, 2013.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole was evaluated, The same was discussed in the board meeting that followed the meeting of the independent Directors at which the report as submitted by the Independent Directors was taken on record and discussed.

j. Listing:

The Securities of your Company were listed at Madras Stock Exchange and Delhi Stock Exchange Limited at the start of the FY 2014-2015, and no trading platform were being provided by both of these Stock Exchanges. The Company subsequently applied for Direct Listing at BSE Limited and the securities of the Company were Listed and admitted to dealing at BSE Limited w.e.f., 06th June, 2014 and 16th July, 2014 respectively.

The Board of Directors of the Company subsequently applied for Delisting of the securities of the Company from both Madras Stock Exchange Limited and Delhi Stock Exchange Limited and received the approval from Madras Stock Exchange Limited for Delisting of securities w.e.f., 15th October, 2014, but during the pendency of approval from Delhi Stock Exchange Limited, SEBI vide its Order Ref. No. WTM/PS/45/MRD/DSA/NOV/2014 dated 19th November, 2014 De- recognized Delhi Stock Exchange w.e.f., 19th November, 2014. Therefore the Equity Shares of the Company is deemed to be Delisted from the Delhi Stock Exchange Limited w.e.f., 19th November, 2014.

Your Company paid the Listing Fees to Madras Stock Exchange Limited, Delhi Stock Exchange Limited and BSE Limited for the FY 2014-15 and to BSE Limited for the FY 2015-16 in terms of listing agreement entered with the said Stock Exchange(s).

4. Auditors:

a. Statutory Auditor:

At the Annual General Meeting held on 01st September, 2014, M/s. N. Kanodia & Co., Chartered Accountants (Firm Registration No. 327668E), were appointed as statutory auditors of the Company from the conclusion of the 27th Annual General Meeting of the Company held on 01st September, 2014 till the conclusion of the 31st Annual General Meeting to be held in the year 2018. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. N. Kanodia& Co., Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regards, the Company has received a certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

b. Secretarial Auditors:

Vishal Garg & Associations, Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for the FY 2014-2015, as required under the Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the FY 2014-2015 is appended as Annexure III to this report

c. Comments of the Board on the qualification/reservation/adverse remarks/disclosure made:

(i) by the Statutory Auditors in the Audit Report:

The Auditors' report do not contain any qualifications, reservations or adverse remarks

(ii) by the Secretarial Auditors in the Secretarial Audit Report:

i. The Company has not appointed a Chief Financial Officer in terms of Section 203 (1)(iii) of the Companies Act, 2013 and Clause 47(a) of the Listing Agreement respectively.

The Board with respect to the above mentioned reservation, herewith inform that the during the FY 2014-2015 the company did not find a suitable candidate for the position of the Chief Financial Officer, thus the said position was vacant, However the Company has appointed the Chief Financial Officer w.e.f. 22nd June 2015.

d. Internal Financial Control:

The Board has adopted the 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.

e. Risk Management:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The Company has identified various risks and also has mitigation plans for each risk identified. The Risk Management Policy of the Company is available on our website www.vitanagroindustriesltd.com.

f. Vigil Mechanism:

The Company has established a mechanism for Director's and employee's to report their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company. The same has been disclosed in the corporate governance report under the heading Whistle Blower Policy, which forms part of the directors' report. The Whistle Blower Policy is available on our website www.vitanagroindustriesltd.com.

g. Statement on Material Subsidiary:

The Company currently do not have any Material Subsidiary. Further as explained above in the report, upon Shareholders Approval, the Company shall have two subsidiaries. The Policy on Identification of Material Subsidiaries is available on our website www.vitanagroindustriesltd.com.

5. Corporate Social Responsibility:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 is not applicable to the company.

a. Particulars on conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo:

(i) Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals/ Investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption, etc, are not applicable.

(ii) Foreign Exchange Earnings and Outgo:

The Company has not earned or spent any foreign exchange during the year under review.

(iii) Research and Development & Technology Absorption:

The Company has not adopted any technology for its business and hence no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business.

6. Others:

a. Extract of Annual Return:

In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure IV to this Report.

b. Significant and Material Orders:

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

c. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013. All the employees (permanent, Contractual, temporary, Trainees) are covered under this policy.

During the year under review, no complaints were received falling under the category of Sexual Harassment of Women.

d. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect to the following items as there were no transactions on these items during the year under review:

(i) Issue of equity shares with differential rights as to dividend, voting, or otherwise.

(ii) Issue of shares (including sweat equity shares) to employees of the company under any scheme.

(iii) Redemption of Preference Shares and/or Debentures.

7. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, and support, your company's achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the company.

By Order of the Board of Directors For VITAN AGRO INDUSTRIES LIMITED

Sd/- Sd/- DINANATH SHYAMSUNDAR SINGARA BABU INDIRA KUMAR (DIN:06428256) (DIN:00892351) Whole-Time Director Director

Sd/- THILAKARASU VENKATASAMY Date : 01st September, 2015 (DIN: 01753148) Place: Chennai Director


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 27th Annual report and the Company''s audited accounts for the financial year ended 31st March, 2014

FINANCIAL RESULTS:

The Company''s financial performance for the year ended 31st March, 2014 is summarised below;

Particulars Audited Financial Audited Financial Statement for the Statement for the year ended March year ended March 31st 2014 31st 2013

Revenue from Operations 84.08 22.45

Profit Before Tax & Extraordinary Items 23.47 1.03

Provision for Taxation 7.21 -

Profit after Tax 16.26 1.03

Profit brought forward from Previous Year -604.76 -605.78

Balance carried forward to next year -588.50 -604.76

REVIEW OF OPERATIONS:

During the year under review, the Company has earned a profit before Interest, Depreciation & Tax of Rs. 23,60,660/- comparing to previous year Rs. 1,02,746/- . The net profit for the year under review has been Rs. 23,47,101/- comparing to the previous year net profit Rs. 1,02,746/- Your Directors are continuously looking for avenues for future growth of the Company in FMCG Industry, more specifically the Agro-Product Industry.

DIVIDEND:

Your Directors do not recommend any dividend for the year under review retaining the surplus with the company for furthering the growth of the Company.

FIXED DEPOSITS:

During the year under review, your company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under. There are no Public deposits, which are pending repayment.

COMPANY SECRETARY AND COMPLIANCE DEPARMENT:

Mr. Gopalaswami Raghavan, is the company secretary cum compliance officer of the Company w.e.f 23rd December, 2013.

The compliance department of the company is responsible for independently ensuring that the operating and business units comply with regulatory and internal guidelines. New instructions/guidelines issued by the regulatory authorities were disseminated across the company to ensure that the business and business units operate within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes.

DIRECTORS:

During the year under review, following changes took place in the Composition of Board of Directors of the Company;

* Mr. Anandan Ranganathan (DIN: 03203800), Non-Executive Independent Director of the Company resigned from the Directorship of the Company with effect from 21st July, 2014 * Mr. S Krishna Rao (DIN: 00479451) was appointed as the Additional Director at the meeting of Board of Directors of the Company held on 21st July, 2014.

In compliance with the Companies Act, 2013 the following directors are proposed to be appointed as Director/Independent Directors/Executive Director of the Company by the approval of the Share Holders of the Company;

* Mr. Vishnu Prasad Chokani (DIN: 00754145), who retires by rotation at the ensuing AGM under the provisions of the Companies Act, 2013, being eligible seeks re-appointment.

* Mr. Amit Hajarilal Chaurasiya (DIN 06629868) be appointed as the Independent Director of the Company for a tenure of five years ended 31st March, 2019 under the provision of Section 149 of the Companies Act, 2013 and rules thereof.

* Mr. Dinanath Shyamsundar (DIN: 06428256) who was appointment as the Whole Time Director of the Company at the Board meeting held on 14th February, 2014, is hereby recommended to the shareholders for approval.

* Mr. S Krishna Rao (DIN: 00479451) who was appointed as the Additional Director at the meeting of Board of Directors of the Company held on 21st July, 2014, offers himself to be appointed as indeoendent Director of the Company for a tenure of five years ended 20th July, 2019 under the provisions of Section 149 of the Companies Act, 2013 and rules thereof.

AUDITORS:

Auditors M/s. N. Kanodia & Co., Chartered Accountants (Firm Registration No. 327668E) holds the office until the conclusion of the ensuing Annual General Meeting. Your company has received certificate from the Auditors U/s. 141 of the Companies Act, 2013 to the effect that their reappointment if made, will be within the limit prescribed and that they do not disqualify for re-appointment. In terms of Section 139 of the Companies Act, 2013, M/s. N. Kanodia & Co., Chartered Accountants is proposed to be appointed for a tenure of 4 Annual General Meeting from the conclusion the ensuing 27th Annual General Meeting to the conclusion of the 31st Annual General Meeting(subject to ratification of this appointment at every AGM)

The notes on Financial Statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEE:

There are no employees who are paid remuneration in excess under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AND TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION, RESEARCH AND DEVELOPMENT:

A) ENERGY CONSERVATION:

Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals/ Investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption, etc, are not applicable.

B) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The company has not earned or spent any foreign exchange during the year under review.

C) Technology Absorption, Adaptation and Innovation, Research and Development:

The Company has not adopted any technology for its business and hence no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business.

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended on that date;

(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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

EQUITY SHARE CAPITAL:

Your Directors with great burden inform you that the Board of Directors of the Company at the Board Meeting held on 14th December, 2013 forfeited 1,71,500 Partly Paid-up Equity Shares of the Company for non-payment of call money to the tune of Rs. 6,51,000. Your Directors had taken all reasonable steps possible to recover the un-paid call money. At the same time your directors is also pleased to inform you that during the notice period given before a final decision on forfeiture was taken, your Company was able to recover Rs. 1,42,01,595/- from the total portion of un-paid call money of Rs.1,48,52,595.

Further your directors are please inform that during the year under review, your Company raised Rs. 6,01,50,000/- by issue of 40,10,000 Equity shares of Rs. 10/- per share of the Company on a premium of Rs. 5/- per share issued on Preferential Basis at the Board meeting held on 14th February, 2014.

LISTING:

Your Directors take immense please in informing you that the Company has received the letter dated 13th May, 2014, from Delhi Stock Exchange Limited, granting revocation of suspension in the trading of Securities of the Company at Delhi Stock Exchange.

The Company has intimated the Delhi Stock Exchange about the Forfeiture of 171,500 Partly Paid-up Equity Shares as decided by the Board of Directors of the Company at the Meeting held on 14th December, 2013. The Committee at the Delhi Stock Exchange is reviewing the application/submission. Approval from DSE is awaited.

The Company has applied for delayed In-principal approval for listing of 40,10,000 Equity Shares issued on Preferential Basis in the Board Meeting held on 14th February, 2014. Approval from DSE is awaited.

Your Directors are pleased to inform that effective from July 16, 2014, the equity shares of Vitan Agro Industries Ltd (Scrip Code: 538548) are listed and admitted to dealings on the Bombay Stock Exchange.

Your Company paid the Listing Fees for all the three Exchange for the FY 2014-15 in terms of listing agreement entered with the said Stock Exchanges.

RELATED PARTY TRANSACTION:

During the year under review, the Company has not entered in to any related party transactions except payment of salary/remuneration to Key Managerial Personnel''s.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, and support, your company''s achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the company.

By Order of the Board of Directors For VITAN AGRO INDUSTRIES LIMITED

Sd/- Sd/-

Date: 21st July, 2014 DINANATH SHYAMSUNDAR AMIT HAJARILAL CHAURASIYA Place: Chennai Whole-Time Director Director


Mar 31, 2012

Dear Members,

The Directors present their report for the year ended 31st March 2012 together with the Balance Sheet as at 31st March 2012 and the Profit and loss account for the year ended on that date.

FINANCIAL HIGHLIGHTS

Audited Financial Audited Financial Statement for the Statement for the year ended year ended March 31st 2012 March 31st 2011

Total Income 5,549,346.00 3,074,957.48

Total Expenditure 4,996,511,50 5,214,145.12

Profit/(Loss) Before Tax 552,834.50 (2,139,187.64)

Less: Provision for 115,951.00 Taxation for earlier years

Less: Provision for fringe - - benefit tax

Profit/(Loss) after tax 1,250,073.66 (2,139,187.64)

Profit/(Loss) brought forward (2,139,187.64) (59,689,344.00)

Balance carried to Balance (60,578,458.14) (61,828,531.64) Sheet

Earnings per share 0.28 (0.47) DIVIDEND

No Dividend has been recommended by the Directors as the Company wants to set off the losses incurred in the previous years.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits and there are no fixed deposits, which are pending repayment.

PERFORMANCE & PROSPECTS

We report that there was heavy competition of Departmental Stores due to opening of stores by the MNC and other big Industrial House. Your directors are making efforts to come out of the competition and expect good results during current financial year.

DIRECTORS

Mr. G Raghavan was appointed as an Additional Director on September 6, 2012. The board of directors recommends the appointment of Mr. G Raghavan as the Independent director.

Mr Hemaram Mahaveer and Mr Anandan Ranganathan are retiring at this meeting by rotation and being eligible, offer themselves for reappointment.

AUDITORS

Messrs. C. Ramasamy & B. Srinivasan, Chartered Accountants, retire at this annual general meeting and being eligible is proposed for re-appointment. They also expressed their willingness to be the auditor, at the ensuing Annual General Meeting.

PARTICULARS AS REQUIRED UNDER SECTION 217(1) (E) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

A. CONSERVATION OF ENERGY

The Company had taken steps to conserve energy in its office use, consequent to which energy consumption has been minimized. No additional Proposals / Investments were made to conserve energy. Since the company has not carried on industrial activities, disclosures regarding impact of measures on cost of production of goods, total energy consumption, etc. are not applicable.

B. TECHNOLOGY ABSORPTION:

The company has not adopted / intend to adopt any technology for its business and hence no reporting is required to be furnished under this heading.

C. FOREIGN EXCHANGE INFLOW & OUTGO:

(i) Activities relating to Exports, Initiatives taken to increase Exports, Developments of new Export Market for products and Services and Export Plans: The Company has not undertaken any export activities.

(ii) Total Foreign Exchange used and earned:

Used: NIL

Earned: NIL

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217 (2A) OF THE COMPANIES ACT, 1956:

In terms of the provisions of section 217(2A) of the Act, read with the companies (Particulars of Employees) Rules, 1975, there are no employees under the pay roll of the company drawing salary exceeding the limits specified under the section.

CORPORATE GOVERNANCE

The Company has complied with the requirements of the Code of Corporate Governance as stipulated in clause 49 of the listing agreement with the stock exchanges. A Report on Corporate Governance along with Certification by the Chairman is attached in Annexure-A.

A Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated by clause 49 of the listing agreement is attached in Annexure-B.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 it is hereby confirmed.

1. In the preparation of the Annual Accounts, the applicable accounting Standards have been followed along with proper explanation relating to material departures.

2. Appropriate accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2012 and of the profit/ Loss of the company for the year ended 31st March 2012.

3. Proper and sufficient care have been taken for the maintenance of adequate accounting records in safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the Annual Accounts on going concern basis.

STOCK EXCHANGE

The Listing fees of Madras Stock Exchange, only in which the shares of company stand listed, have been paid.

REPLY TO QUALIFICATIONS MADE BY AUDITORS IN AUDITORS REPORT

1. The Company has maintained records but minute details relating to the consumable items cannot be recorded, being variable in nature.

2. The Company has got the Internal Management team which is capable of monitoring the system and hence a separate Internal auditor is not required to be appointed.

RELATED PARTY TRANSACTIONS

The Company has not taken any loans except inter-corporate loan and loan from Directors that are exempted under section 58A of the Companies Act, 1956.

COMPLIANCE CERTIFICAT

In accordance with Section 383A of the Companies Act, 1956 and Companies (Certificate) Rules 2001, the company has obtained a certificate from V Sudhindhar, Secretary in whole time practice.

ACKNOWLEDGEMENT

The Board has noted the support rendered by its current employees.

Place:Chennai sd /- sd/- Date:06.09.2012 V.P.Chokhani Anandan Ranganathan

DIRECTORS


Mar 31, 2011

Dear Members,

The Directors present their report for the year ended 31st March 2011 together with the Balance Sheet as at 31st March 2011 and the Profit and loss account for the year ended on that date.

FINANCIAL HIGHLIGHTS

Audited Financial Audited Financial Statement for the Statement for the Year ended March Year ended March 31st 2011 31st 2010

Total Income 3.074,957.48 10,389,386.00

Total Expenditure 5,214,145.12 10,778,303.00

Profit/(Loss) Before Tax <2,139,187.64) (388,917.00)

Less: Provision for Taxation for earlier years -- (29,970.00)

Less: Provision for fringe benefit tax -- --

Profit/(Loss) after tax (2,139,187.64) (418,887.00)

Profit/ (Loss) brought forward (59,689,344.00) (59,270,457.00)

Balance carried to Balance Sheet (61,828,531.64) (59,689,344.00)



DIVIDEND

No Dividend has been recommended in view of Loss i Incurred by the company.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits and there are no '' fixed deposits, which are pending repayment.

PERFORMANCE & PROSPECTS

We report that there was heavy conipetjtion of Departmental Stores due to opening of stores by the MNC and other big Industrial House, your,directors are making efforts to come out of the competition and expect good results during current financial year.

DIRECTORS

Mrs. Rekha Sutwala, Director and Ms. Sneh Chokhani retired on September 2, 2011 and Mr.Hemaram Mahaveer and Mr.Anandan Ranganathan were appointed as Additional Directors on September 2, 2011. The board of directors recommends the appointment of Mr.Hemaram Mahaveer and Mr.Anandan Ranganathan as the directors.

AUDITORS

Messrs. C. RAMASAMY & B. SRINIVASAN, Chartered Accountants, retire at this annual general meeting and being eligible are proposed for re-appointment. They also expressed their willingness to be the auditor, at the ensuing annual general meeting.

PARTICULARS AS REQUIRED UNDER SECTION 217(1) (E) OF THE COMPANIES ACT,

1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

Information on energy conservation, technology absorption, foreign exchange earnings and outgo are given in Annexure-A

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217 (2A) OF THE COMPANIES ACT, 1956:

In terms of the provisions section 217(2A) of the Act, read with the companies (Particulars of Employees) Rules, 1975, there are no employees under the pay roll of the company drawing salary exceeding the limits specified under the section.

CORPORATE GOVERNANCE

The Company has complied with the requirements of the Code of Corporate Governance as stipulated by clause 49 of the listing agreement with the stock exchanges. A Report on Corporate Governance along with Certification by the Chairman is attached in Annexure-B.

A Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated by clause 49 of the listing agreement is attached in Annexure-C.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 it is hereby confirmed.

I.ln the preparation of the Annual Accounts, the applicable accounting Standards have been followed along with proper explanation relating to material departures.

2. Appropriate accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2011 and of the profit/ Loss of the company for the year ended 31st March 2011.

3. Propsr and sufficient care have been taken for the maintenance of adequate accounting records in safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the Annual Accounts on going concern basis.

STOCK EXCHANGE

The Listing fees Of Madras Stock Exchange, only in vyhich the shares of company stand listed, have been paid.

REPLY TO QUALIFICATIONS MADE BY AUDITORS IN AUDITORS REPORT

1. The Company has maintained records but minute details relating to the consumable items cannot be recorded, being variable in nature.

2. All the assets though not verified by the management at reasonable intervals, they are being verified at the yearend and that was the reason why disposal of assets have taken place.

3. Considering the residual value of the assets, there is not much available fixed assets to be verified except for providing statements as given under Schedule IV.

4. The company is taking steps for improving its business and profits for the company. Directors are hopeful of improving performance by next Financial Year.

5. The Company has got the Internal Management team which is rapable of monitoring the system and hence a separate Internal auditor is not required to be appointed. ,

RELATED PARTY TRANSACTIONS

The Company has not taken any loans except inter-corporate loan and loan from Directors that are exempted under section 58A of the Companies Act, 1956.

COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956 and Companies (Certificate) Rules 2001, the company has obtained a certificate from M/s.Lakshmmi Subramanian & Associates, Chennai, Secretary in whole time practice.

ACKNOWLEDGMENT

The Board has noted the support rendered by its current empfoyee

Place:Chennai By Order of the Board Date: 03.09.2011 sd/- sd/- V.P. Chokhani Hemaram Mahaveer Directors

 
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