Mar 31, 2016
Dear Members,
We are pleased to present the report on our business and operations for the year ended 31st March, 2016.
1. Results of our Operations:
The Company''s financial performance for the year ended 31st March, 2016 is summarized below;
Rs. In lacs
Particulars |
FY 2015-2016 |
FY 2014-2015 |
Revenue from Operations |
898.60 |
515.74 |
Other Income |
45.44 |
56.29 |
Total Income |
944.04 |
572.03 |
Total Expenses |
933.07 |
524.32 |
Profit Before Tax & Extraordinary Items |
10.97 |
47.71 |
Tax Expense |
|
|
-Current Tax |
3.39 |
14.78 |
-Deferred Tax Liability/(Assets) |
(0.18) |
0.03 |
Net Profit for the Year |
7.77 |
32.91 |
The Company''s consolidated financial performance for the year ended 31st March, 2016 is summarized below;
Rs. In lacs
Particulars |
FY 2015-2016 |
Revenue from Operations |
1382.28 |
Other Income |
45.85 |
Total Income |
1428.13 |
Total Expenses |
1412.34 |
Profit Before Tax & Extraordinary Items |
15.79 |
Tax Expense |
|
-Current Tax |
4.31 |
-Deferred Tax |
(0.18) |
- Mat Credit Entitlement |
- |
Net Profit for the Year |
11.65 |
a. Review of operations and affairs of the Company:
i. Company Overview:
(i) 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 âSpeciality Storesâ and has a strategic business vision of forward and backward integrated units.
(ii) The Company vide its Resolution passed at the 28th Annual General Meeting held on 30th September, 2015 and subsequent meeting of Board of Directors of the Company held on 1st October, 2015 entered in a Share Purchase Agreement with the Erstwhile Promoters of M/s. Amirdam Food Private Limited and acquired 100% of the Shareholding of M/s. Amirdam Foods Private Limited.
The Business Profile of M/s. Amirdam Food Private Limited (CIN: U15549TN1995PTC033387) (âHerein after referred to as âAFPâ) having its registered office at No.5, Shoping Complex, SAF Games Village, Koyambedu, Chennai - 600 107 is as under;
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 âHotel Jeevan Cafe''â 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 âJeevan Hotel Cafeâ 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 âANNALAYAâ at Nungambakkam, a pure vegetarian southern speciality restaurant, getting recognized 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.
(iii) The Board of Directors of the Company, subsequent to the AGM, at their meeting held on 1st October, 2015 entered in a Share Purchase Agreement with Mr. Singara Babu Indira Kumar (DIN: 00892351), the Promoter (Representing all the shareholders) of M/s. A-Diet Express Hospitality Service Limited and it was agreed in the Share Purchase Agreement that the payment w.r.t. to the transaction shall be made good by the end of 31st March, 2016.
However, at the Meeting of Board of Directors of the Company held on 13th November, 2015 Mr. Singara Babu Indira Kumar (DIN: 00892351), the erstwhile Promoter of M/s. A-Diet Express Hospitality Service Limited and Managing Director of our Company resigned from the position of Managing Director w.e.f., 13th November, 2015 and also formally issued the Company a letter, whereby informing the company his request to rescind the Share Purchase Agreement. Thus the Board of Directors of the Company at the same meeting, subject to the approval of the shareholders of the Company, decided to revoke the said Share Purchase Agreement. The said contract between the Company and Mr. Singara Babu Indira Kumar (DIN: 00892351), the Promoter (Representing all the shareholders) of M/s. A-Diet Express Hospitality Service Limited stood null and void w.e.f., 13th November, 2015. This led the company to not acquire any shares of M/s. A-Diet Express Hospitality Service Limited. Further it is hereby informed that the ratification of the said decision of Board of Directors of the Company is proposed in the ensuing AGM.
ii. Financial overview:
(i) Standalone:
During the year under review, the Company has earned a profit before Tax & Extraordinary Items of Rs.10.947/- lacs as compared to previous year Rs. 47.71/-lacs. The net profit for the year under review has been Rs.7.77 lacs as compared to the previous year net profit Rs. 32.91 lacs. Your Directors are continuously looking for avenues for future growth of the Company in Agro and Food Industry.
(ii) Consolidated (with M/s. Amirdam Food Private Limited):
The Consolidated profit before Interest, Depreciation & Tax for the year is Rs. 49.97 lacs .The consolidated net profit for the year under review has been Rs. 11.65 lacs.
b. Material Changes & Commitments, if any:
i. The Shareholders at the 28th Annual General Meeting of the Company held on 30th September, 2015 had passed the resolution approving the sub-division of equity shares of the Company from Rs.10/- per shares to Re.1/- per share.
Subsequently, the Board of Directors of the Company at their meeting held on 20th October, 2015 had fixed 27th November, 2015 as the Record Date for the purpose of subdivision of the equity shares of the Company and submitted the requisite documents/intimations to the BSE Ltd. and Delhi Stock Exchange for the Sub-Division of the Equity Shares of the Company, further to which BSE Ltd. has issued a notice dated 4th November, 2015 intimating the trading members about the fixation of the Record Date.
Thereafter, the Company also submitted the requisite documents with CDSL and NSDL for the generation of New ISIN and the corporate Action. Further the new ISIN -INE186Q01023 was activated by CDSL on 16th November, 2015 and the same was also confirmed by NSDL vide their letter 18th November, 2015 and the same had been intimated to the Stock Exchange(s). Further to which BSE vide notice dated 18th November, 2015 informed the trading members that the new ISIN number generated for Equity Shares of Re. 1/- each of the company shall be effective for trades done on and from the Ex-Date i.e. November 26, 2015.
ii. The Board of Directors of the Company at their meeting held on 18th March, 2016 had decided to incorporate a 51% subsidiary Company under the name and style of âThe Grant Catering Private Limitedâ with a Paid-up Capital of Rs. 10,00,000/-, subject to the requisite approval from the Ministry of Corporate Affairs. However, requisite approval for the incorporation of the same was not granted.
Later the Board of Directors of the Company at their meeting held on 25th June, 2016 had changed its view and decided to incorporate an 33% Associate Company under the name and style of âF9 Hospitality Private Limitedâ with the same paid up capital subject to the requisite approval from the Ministry of Corporate Affairs. However, due to non availability of the said name requisite approval was not granted. Further the board decided to opt for a new name i.e Barottas Hospitality Private Limited.
However, the Board of Directors at its meeting held today on 1st August, 2016 changed its view and decided not to incorporate or invest in the aforesaid associate Company due to Company''s internal policy decisions.
c. 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.
d. Transfer to Reserves:
The entire net profit of the company for the FY 2015-2016 is retained as Surplus. The Company has not proposed to transfer any amount to any reserve.
e. 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.
f. 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.
g. Particulars of contracts or arrangements made with related parties:
The Company has not entered in 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 websitewww.vitanagroindustriesltd.com.
h. Variation in market Capitalization:
Particulars |
As at 31st March, 2016 |
As at 31st March, 2015 |
Market Value per share (In Rs.) |
13.73 |
12.70 |
No. of Shares |
8,35,35,650 |
8,35,35,650 |
Market Capitalization (In Rs.) |
114,69,44,475 |
1,06,08,98,945 |
EPS (In Rs.) |
0.01 |
0.04 |
Price earnings ratio |
1373 |
325.77 |
Percentage increase/decrease in the Market Price of the Shares in comparison with the last year |
8% |
Note: The Company has Sub-Divided the Equity Shares of the company from Rs. 10/- per share to Re.1/- per share w.e.f., 27th November, 2015 and accordingly the previous year''s figures have been reclassified.
i. Management''s Discussion and Analysis:
Management''s Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is appended as Annexure-I to this report.
j. 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.
k. 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 life cycle. 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 names and other particulars of 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 II 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 Details of the Top 10 employees as on 31st March, 2016 as prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure III
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) was the Whole-Time Director from the start of the FY till 30th September, 2015.
- Mr. Singara Babu Indira Kumar (DIN: 00892351) was appointed as the Managing Director w.e.f 1st October, 2015.
- Mr. Singara Babu Indira Kumar (DIN: 00892351) resigned as the Managing Director w.e.f 13th November, 2015.
- Mr. Thilakarasu Venkatasamy (DIN:01753148) has been appointed the WholeTime Director w.e.f. 02nd November, 2015.
ii. Company Secretary:
- The Position of Company Secretary is vacant in the Company. The Board is in the Process of identifying a suitable candidate for the position of Company Secretary.
iii. Chief Financial Officer:
- Mr. Karuppaiyan Thiyagarajan was appointed as the Chief Financial Officer w.e.f 1st June, 2015.
- Mr. Karuppaiyan Thiyagarajan resigned from the post of Chief Financial Officer w.e.f 31st January, 2016.
- Mr. Venkatesh Nagercoil Chandrasekaran has been appointed as the Chief Financial Officer w.e.f., 01st February, 2016.
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:
Amount in Lacs
Particulars |
2016 |
2015 |
Earnings |
- |
- |
Expenditure |
- |
- |
(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 VII to this Report.
b. Significant and Material Orders:
BSE vide notice no. 20151218-28 dated 18th December, 2015 informed all the Trading Members of the Exchange about the requirement of the Company''s which had issued shares on Preferential basis in the previous 5 years to submit a Certificate to BSE from the Auditor, failing which the trading in securities of those company shall be suspended as a surveillance measure. In continuation with the above said notice, BSE issued another Notice no. 20151221-2 dated 21st December, 2015, informing all the Trading Members of the Exchange that trading in securities in a list of 35 entities shall stand suspended / remain suspended w.e.f. 24th December, 2015 till further action. In the said list of 35 entities, M/s. Vitan Agro Industries Limited was one such entity. The Company vide its letter date 22nd December, 2015 had submitted the requisite certificate from the Auditor of the Company.
In this regards, the Company filed a Write Petition vide W.P(C)715/2016 with Hon''ble High Court of Delhi for revocation of the Suspension of trading in the Script of the Company.
Subsequently the Company received Order dated 27th January, 2016 from Hon''ble High Court of Delhi directing the BSE to on or before 12th February, 2016, if satisfied recall the BSE Notice dated 21st December, 2015 or continue the suspension in security of the Company and if not satisfied to pass a reasoned order thereon.
Subsequently BSE vide notice 20160210-4 dated 10th February,2016 informed the Company and the trading members that the trading in the equity shares of the Company shall resume w.e.f. 11th February, 2016.
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. Reporting of Fraud by Auditors:
No Fraud has been reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013.
e. Soliciting Shareholder''s Information:
This is to inform you that the company is in the process of updation of records of the shareholders in order to reduce the physical documentation as far as possible.
With new BSE Uniform listing agreement, it is mandatory for all the investors including transferors to complete their KYC information. Hence, we have to update your PAN No., Phone no. and e-mail id in our records. We would also like to update your current signature records in our system. To achieve this, we solicit your co-operation in providing the following details to us;
a. If you are holding the shares in dematerialized form you may update all your records with your Depository Participant (DP).
b. If you are holding shares in physical form, you may provide the following:
i. Folio No.
ii. Name
iii. Pan No.
iv. E-mail ID
v. Telephone No.
vi. Specimen Signatures (3 in Nos.)
f. 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/-
THILAKARASU VENKATASAMY PATTAMADAI SUBRAMANIAN VEERABAHU
Date: 31.08.2016 (DIN: 01753148) (DIN: 07274504)
Place: Chennai Whole-Time Director Director
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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