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Directors Report of Vikas Ecotech Ltd.

Mar 31, 2023

The directors'' take pleasure in presenting the 38th (Thirty-Eight) Annual Report on the business and operations of Vikas Ecotech Limited (âthe Companyâ) along with the Audited Financial Statements for the year ended March 31, 2023.

COMPANY OVERVIEW

Vikas Ecotech Limited established in the year 1984, primarily engaged in the business of manufacturing of Specialty Chemicals focused on Specialty Chemical Additives and Specialty Polymer Compounds. Our Company is also ISO 90012015certified company. Over the years, we have established oursel ves as a successful manufacturer of Specialty Chemicals Additives and Specialty Polymer Compound. Our products cater various industries such as agriculture and infrastructure, packaging, organic and inorganic chemicals, electrical, FMCG, footwear, pharmaceuticals, automotive, medical de vices and components and other consumer goods.

FINANCIAL PERFORMANCE

The financial performance of the Company for the year 2022-23 is summarized below:

(Rupees in Lacs)
Particulars	2022-23	2021-22
Net Sales /Income from Business Operations	40,266.89	25,042.40
Other Income	317.80	173.31
Total Income	40,584.69	25,215.71
Cost of material consumed	13,894.21	9,998.25
Purchase of traded goods	22,482.17	11,691.80
Inventories of finished goods, WIP, traded goods	18.05	52.34
Employee Benefit Expense	254.76	234.09
Financial Costs	1064.11	1908.61
Other Expenses	1425.65	773.81
Depreciation	396.19	360.34
Profit before Exceptional items	1048.96	209.46
Less: Exceptional items		-
Net Profit/Loss Before Tax	1048.96	209.46
Less: Current Tax	58.94	(3.70)
Less: Previous year adjustment of Income Tax	37.08	62.35
Less: Deferred Tax	0.23	11.57
Profit/Loss for the Period	952.72	139.24
Basic and Diluted Earnings Per Share	0.10	0.02

During the year under review, the Company achieved a turnover of Rs. 40,266.89 Lacs as against Rs. 25,042.40 Lacs for previous year whereas, the profit of the Company for the period under review were Rs. 952.72 Lacs as compared to profit of the company Rs. 139.24 Lacs in the previous year. However your management is optimistic to achieve more profits in near future and register good volumes with profitability.

The financial statements for the year ended March 31, 2023, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs..

CAPITAL STRUCTURE Authorized Share Capital

The Authorized Share Capital of the Company as on March 31, 2023 was Rs. 150,00,00,000 divided into 150,00,00,000 Equity Shares of Re.1 each.

Paid-up Share Capital

As on March 31, 2023, the Issued and Paid-up Share Capital of the Company stood at Rs. 112,70,76,024/- divided into 112,70,76,024 fully paid-up equity shares of face value of Re. 1/- per share.

During the year under review, pursuant to members'' approval, stock exchanges and other statutory approvals, the

Company has issued certain equity shares on Right basis to its existing shareholders as detailed herein below:

Particulars	Issue of Securities on Right basis to raise funds up to Rs. 50 Cr
Particulars	Partly Paid up Equity Shares (On Application)
Date of Board Approval	August 31, 2021
Date of members approval	September 27, 2021
Issue Size	Rs. 49,44,14,786/-
No. of Shares to be issued	30,90,09,241
Rights Entitlement Ratio	12:25
Issue Price	Rs. 0.80/-per share (Including premium of Rs. 0.30 per share)
Record Date	November 25, 2021
Issue Period	From December 7, 2021 to December 21, 2021
Date of Allotment	December 29, 2021
No. of Fully Paid-up Shares issued	_-
No. of Partly Paid-up Shares issued	30,90,09,241

In respect of the 30,90,09,241 partly paid-up Equity shares issued on December 29, 2021 the Company made first and final Call, followed by First Reminder, details of the same along with consequent conversion of partly paid shares to fully paid-up shares and their outstanding balance are as per the following table:

Particulars	First and Final Call	First Reminder-First and Final Call	First Reminder-First and Final Call
Call Record Date	February 4,2022	Not Applicable	Not Applicable
Notice Date	February 7, 2022	April 4, 2022	November 7, 2022
Period for making payment	From February 10, 2022 to February 24,2022	From April 11, 2022 to April 25, 2022	November 16, 2022 to December 10, 2022
No. of Shares converted into fully paid-up Equity Shares pursuant to receipt of call money	Rs. 29,55,67,595	Rs. 74,92,368	Rs. 17,50,789
Date of Conversion (Allotment of fully paid-up shares)	March 7, 2022	May 7, 2022	January 5,2023
Outstanding partly paid-up Equity Shares before Call/Reminder Notice	30,90,09,241	1,34,41,646	59,49,278
Outstanding partly paid-up Equity Shares after Call/Reminder Notice	1,34,41,646	59,49,278	0

Forfeiture of unpaid shares by Rights Issue Committee:

The Shareholders were intimated through various reminder cum forfeiture notice(s) requesting them to make the payment of First and Final Call Money within the due date through First and Final Call Money Notice dated February 7, 2022, First Reminder Notice dated April 4, 2022 and Second and Final Reminder-cum Forfeiture Notice#2 dated November 7, 2022.

The Right Issue Committee forfeited 41,98,489 Partly Paid-up Shares on which Call Money after reminders has not received by the Company on i.e. January 5, 2023.

CHANGE IN NAME OF THE COMPANY

During the period under review, there was no change in the name of the Company.

LISTING OF SECURITIES

The Equity Shares of your Company are listed and traded at:

FIXED DEPOSITS

We have not accepted any fixed deposits, including from the public, and as such no amount of principal or interest was outstanding as of the Balance Sheet date.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') Management Discussion and Analysis report (âMDSA Reportâ) providing a detailed overview of your Company''s performance, industry trends, business and risks involved is provided separately and is forming part of the Annual Report.

SUBSIDIARY COMPANIES, JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS

During the year, under review your Company does not have a subsidiary, joint venture or associates, hence reporting requirements are not applicable.

DIVIDEND

To conserve the resources for the expansion of business in the long run, your Company has not recommended any dividend for the Financial Year 2022-23 and has decided to retain the profits.

CORPORATE GOVERNANCE AND ETHICS

The Company believes in adhering to the best corporate governance practices and its philosophy emphasizes on fair and transparent governance and disclosure practices which helps your Company to follow the path of its vision and mission. It strongly believes in developing best corporate governance policies and procedures based on principles of fair and transparent disclosures, equity, accountability and responsibility.

A detailed report on Corporate Governance, in terms of Regulation 34 of the Listing Regulations is forming part of the Annual Report. A certificate confirming compliance with requirements of Corporate Governance as enumerated under the extant provisions of Listing Regulations issued by Mr. Pankaj Kumar Gupta, Proprietor of Kumar G fi Co., Company Secretaries is also annexed to the said report.

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY

In line with the provisions of the Companies Act, 2013, the Company has framed its Corporate Social Responsibility (CSR) policy for development of programme and projects for the benefit of weaker sections of the society and to promote the education within the local limits and the same has been approved by Corporate Social Responsibility Committee (CSR Committee) and the Board of Directors of the Company. The Corporate Social Responsibility (CSR) policy of the Company provides a road map for its CSR activities.

The Company has duly constituted a committee under the nomenclature of Corporate Social Responsibility Committee consisting of majority of non-executive independent Directors responsible for monitoring and reviewing the policy from time to time and to ensure the proper compliance.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Board of Directors

The Board of Directors provides strategic direction and supervision to an organization. Your Company''s Board consists of learned professionals and experienced individuals from different fields.

Presently, the Board comprised of Three Executive Directors and three Non-Executive Directors (Independent Directors) including one woman Director on the Board.

During the period under review and post closure period there was change in the composition of Board of Directors. Details of the same are mentioned below:

1. Mr. Suresh Kumar Dhingra resigned from the office of Executive Director of the company with effect from April 25, 2022.

2. Mr. Dinesh Bhardwaj (DIN: 07719674) appointed as Additional Director (Whole-Time Director) of the Company w.e.f. May 6, 2022, who was already serving as Chief Executive Officer of the company. However, he resigned from both the positions of the Company w.e.f. May 1, 2023.

3. Mr. Balwant Kumar Bhushan (DIN: 09840934) was appointed as an Executive Director and Chief Executive Officer of the Company w.e.f. May 13, 2023.

4. Appointment of Mr. Rajeev Kumar (DIN: 10271754) as an Additional Director (Category: Executive) of the Companies Act, 2013 w.e.f. i.e. August 10, 2023.

5. Resignation of Mr. Vivek Garg (DIN: 00255443), from the post of Non -Executive Director of the company w.e.f. August 10, 2023.

The information of Directors, seeking appointment/re-appointment, pursuant to Regulation 36(3) of the Listing Regulations and Companies Act, 2013 is provided in the notice of the 38th Annual General Meeting of the Company.

The Board is grateful for their support and places on record its appreciation for the responsibilities shouldered by them in their respective roles.

Key Managerial Personnel

The Board of your Company consisted of the following Key Managerial Personnel (KMP''s) as on the year ended March 31, 2023:

Managing Director Mr. Vikas Garg

Chief Executive Officer & Whole-Time Director Mr. Dinesh Kumar Bhardwaj Chief Financial Officer Mr. Amit Dhuria

Company Secretary Mr. Prashant Sajwani

DECLARATION OF INDEPENDENCE

The Independent Directors have confirmed that they meet the criteria of Independence as stipulated under Section 149(6) of the Companies Act, 2013 read with the Regulation 16(1)(c) of the Listing Regulations and they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence as an Independent Director of the Company.

The Board conforms to the declaration of the Independent Directors and there being no doubts as to veracity of the same, places the same on record.

BOARD COMMITTEES

Details of scope, constitution, terms of reference, numbers of meetings held during the year under review along with attendance of Committee Member are provided under Corporate Governance Report forming part of the Annual Report.

BOARD EVALUATION

In line with the statutory requirements enshrined under the Companies Act, 2013 and the Listing Regulations, the Board carried out a performance evaluation of itself, its Committees, the Chairman and each of the other Directors. The performance evaluation was carried out on the basis of framework approved by the Nomination and Remuneration Committee. The Committee had unanimously consented for an ''in-house'' review built on suggestive parameters. Based on the suggestive parameters approved by the Nomination and Remuneration Committee, the following evaluations were carried out:

â¢ Review of performance of the non- independent Directors and Board as a whole by Independent Directors.

â¢ Review of the performance of the Chairperson by the Independent Directors.

â¢ Review of Board as a whole by all the Members of the Board.

â¢ Review of all Board Committees by all the Members of the Board.

â¢ Review of Individual Directors by rest of the Board Members except the Director being evaluated.

AUDIT AND AUDITORS

Statutory Audit

M/s. KSMC & Associates, Chartered Accountants (FRN: 003565N), were re-appointed as Statutory Auditors of the Company at the 36^th Annual General Meeting held on September 27, 2021 for a period of 5 years and they will remain in office until the conclusion of 41^st AGM to be held in the financial year 2026-27.

Further, there are no qualifications, reservations or adverse remarks in the Report issued by M/s KSMC & Associates, Statutory Auditors, for the financial year ended March 31, 2022. The Statutory Auditors have also not reported any incident of fraud to the Audit Committee during the year under review. Remarks made in the Auditors'' Report are self-explanatory and do not call for any further comments from your Directors.

Secretarial Audit

M/s. Kumar G fi Co., Company Secretaries were appointed as the Secretarial Auditors of your Company to carry out the Secretarial Audit for the financial year under review. The Secretarial Audit Report issued by the Secretarial Auditors in Form No. MR-3 is annexed with this Report.

In terms of extant provisions of Listing Regulations read with SEBI circulars issued on the subject, a Secretarial Compliance Report was also obtained by the Company from the Secretarial Auditors and the same was also intimated to the Stock Exchange.

There are some qualifications or reservations in the Secretarial Audit Report and in the Annual Secretarial Compliance Report. The reports of the same are annexed in this Annual Report.

Cost Audit

As per the extant provisions of Section 148 of the Companies Act, 2013, the cost records for the products requiring cost audit has been maintained by the Company in a timely and proper manner, the same was also made available to the Cost Auditors of the Company for their audit. M/s. JSN fi Co., Cost Accountants, was engaged to carry out Audit of CostRecords of the Company during Financial Year 2022-23.

VIGIL MECHANISM

The Board of Directors of the Company has established a Policy on Vigil Mechanism for the Directors/KMP and Employees of the Company to report their genuine concerns or grievances relating to actual or suspected fraud, unethical behavior, violation of the Company''s Code of Conduct or Ethics Policy, and any other event which would adversely affect the interests of the business of the Company. Direct access is provided to the whistle blowers to reach Chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company. The Company has also provided adequate safeguards against victimization of employees and directors who express their concerns. The copy of Company''s vigil mechanism is available at the website of the Company www. vikasecotech.com.

REPORTING UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company believes in principles of gender equality and endeavors to provide a healthy and respectable work environment. It has developed a framework for employees to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information. During the year under review, no complaints ofany event/ occurrence of an act of sexual harassment were reported/noticed by the management.

RELATED PARTY TRANSACTIONS

Your Company follows the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm''s length basis as part of its philosophy of adhering to highest ethical standards, transparency and accountability. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. The same is available on the Company''s website www.vikasecotech.com.

Omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseeable and repetitive nature, in all other cases prior approval of Audit Committee is taken for entering into a related party transaction. All Related Party Transactions are placed on a quarterly basis before the Audit Committee and before the Board for their review.

Further, pursuant to the provisions of Section 188 read with the relevant rules the Company has also considered to take the prior and blanket approval for the routine transactions with its related parties for entering into any transaction(s) creepingthe limit specified in the aforesaid section.

During the year, no material contracts or arrangements with related parties not in Ordinary course of business or on arm''s length basis were entered. Further, details of related party transactions are provided under notes to financial statements and Form AOC-2 is annexed with the Board Report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Audit Committee and Board periodically reviews adequacy of Company''s checks and controls for risk management. The Board has developed a Risk Management Policy which identifies elements of business fi other risks involved and constantly work towards curbing the same. Adequacy of internal financial controls with reference to the Financial Statements is also assessed and reviewed periodically. Your Board is of the view that the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.

In addition, testing of adequacy of internal controls was also carried out independently by the Statutory Auditors of theCompany.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) the Financial Statements of the Company - comprising of the Balance Sheet as at 31st March, 2023 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;

b) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

e) the internal financial controls to be followed by the company were laid down and such internal financial controls were adequate and were operating effectively; and

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

OTHER DISCLOSURES

a) Details of Significant and Material Orders passed by the regulators/Courts/Tribunals impacting the Going Concern Status and the Companyâs Operations in Future

There are no significant and material orders passed by the Regulators/Courts/Tribunals which would impact the goingconcern status of the Company and its future operations.

b) Particulars Regarding Conservation of Energy and Research and Development and Technology Absorption

Details of steps taken by your Company to conserve energy through its âSustainabilityâ initiatives, Research and Development and Technology Absorption have been disclosed as part of the Annual Report.

c) Secretarial Standards

During the year under review the Company has complied with all applicable Secretarial Standards issued by Institute of Company Secretaries of India.

d) Deposits

The Company has neither accepted any deposits during the year under review nor has any outstanding deposits from any of earlier years for repayment.

e) Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

Disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are forming part of the Annual Report.

f) Remuneration Policy

The Company has a remuneration policy which provides for basis for fixation of remuneration of Directors, Key Managerial Personnel and Senior Management Officials of the Company. The remuneration policy of the Company is largely based on factors like hierarchy, industry practices and performance of respective individuals. The policy is available on the website of the Company at www.vikasecotech.com

g) Particulars of Loans, Guarantees or Investments

In terms of Section 186 of the Companies Act, 2013, particulars of inter-corporate loans, guarantees and investments are provided in the notes to Financial Statements.

h) Details of Application made or proceeding pending under Insolvency and Bankruptcy Code, 2016

During the year under review, there was no application made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

i) Details of difference between valuation amount on one time settlement and Valuation while availing loan from Banks and Financial Institutions

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial institutions.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Qualified Institutions Placement (QIP)

Post the period under review, the Board of Directors of the Company in their meeting held on January 30, 2023 considered and approved raising of Funds through QIP and also constituted the ''Fund Raising Committee'' and authorized such committee to decide, inter alia, the terms and conditions of the proposed fund-raising including right issue and for allotment of equity shares and/or other convertible securities, pursuant to the proposed issue.

Further the Company in its Extra-Ordinary General Meeting held on February 27,2023 and in-principle approval(s) received from both the Stock Exchanges, namely BSE Limited dated May 31, 2023 and National Stock Exchange of India Limited dated May 31, 2023 for QIP Issue, the Fund Raising Committee through its meeting held on June, 12, 2023 approved the allotment of 17,85,00,00 Equity Shares at the issue price to the eligible qualified institutional buyers in accordance with the terms of the issue.

Details of Qualified institutions placement of equity shares of face value of ^ 1 under the provisions of Chapter VI of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the âSEBI ICDR Regulationsâ), and Sections 42 and 62 of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION

Energy Conservation measures taken, Steps taken for utilizing alternate source of energy, Capital investment on

energy conservation equipment:

The Company had commissioned 300 KW of solar panels at Rajasthan and had installed a centralized power house on a single High Tension line in place of separate connections for individual unit at its manufacturing facility in Rajasthan. Both these measures had improve efficiency and cost savings for the company.

The company commissioned three dry cutting machines. This will help in generation of cost savings and water conservation for the company and the society.

These are specifically designed panels ensuring optimum use of the electricity being consumed at our factories.

The power factor calculations on our electricity consumption calculations show that VEL is nearing perfect results in getting the best output from the electrical energy consumed in the plants.

The Company closely monitors the throughput of all the machines to ensure that every part of the electrical energy consumed is justified with nearly nil wastage of energy.

Proper production planning also contributes positively to avoid wastage of electrical energy & optimum outputs.

Water conservation, Water extraction, storage, desalinization (softening hard water, filtration for further use in process)also involves considerable consumptions of electrical energy.

The Company plants have the rainwater harvesting systems in place which not only help conserve water but also the electrical energy involved in extraction of the volume of water thus collected.

The Company shall continue its endeavors to improve energy conservation and utilization TECHNOLOGY ABSORPTIONTECHNOLOGY ABSORPTION

1) Efforts made in technology absorption & Benefits derived:

Major initiatives are being taken to upgrade the various processes by making use of latest and better techniques. Efforts are being made to make best use of available infrastructure and at the same time importing new technology to bring out efficiency and economy. As a step towards it, the Company has procured highly sophisticated machinery at Shahjahanpur, Rajasthan, for commencing production of an additional range of Polymer Additives.

Research & Development (R & D)

a) Specific Areas in which R & D carried out by the Company: During the year, the Company has inclined its efforts in the development of its production efficiency by improving its methods and technology.

b) Benefits derived as a result of above R&D: Increased in market share.

c) Future Plan of Action/Expansions Plans: As the relevant industry is gearing upto cater to the growing demand,Vikas Eco Tech Limited, is all set to expand their business in a big way in the coming years. The company is also progressive in installation of additional line to increase the production of Polymer and Polyester Compound atits existing plant located at Shahjahanpur, Alwar, Rajasthan.

With a host of expansion plans, the Company is confident of achieving new heights in the coming years.

2) Imported Technology (imported during last 3 years reckoned from beginning of the financial year)

None

3) Expenditure incurred on Research and Development (R&D)

The Company has not incurred any expenditure (including capital and revenue expenses) towards Research and Development.FOREIGN EXCHANGE, EARNINGS AND OUTGO FOREIGN EXCHANGE, EARNINGS AND OUTGO

During the Financial Year 2022-23, the Company had foreign outgo of Rs. 19.85 Crores

Mar 31, 2018

The Members,

Vikas EcoTech Limited

The Directors have pleasure in presenting the 33rd Annual Report on the business and operations of the Company and Audited Statement of Accounts for the year ended 31st March, 2018.

1. DIRECTORSâ RESPONSIBILITY STATEMENT

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

a) The Financial Statements of the Company - comprising of the Balance Sheet as at 31st March, 2018 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;

b) i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

c) t he directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

e) the internal financial controls to be followed by the company were laid down and such internal financial controls were adequate and were operating effectively; and

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

2. FINANCIAL PERFORMANCE

The standalone financial statements for the financial year ended 31st March, 2018, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs. On a consolidated basis, our sales declined to Rs. 367.33 Crores for the current year as against Rs. 387.64 crores in the previous year.

Our net profits increased to Rs. 28.60 Crores for the current year as against Rs. 23.19 Crores in the previous year.

Key highlights of financial performance of your Company for the financial year 2017-18 are provided below:

(Rs. in Lac)

Particulars	2017-2018	2016-2017
Net Sales /Income from Business Operations Other Income	36,733.59 496.13	38,764.57 166.93
Total Income	37,229.72	38,931.50
Gross Expenditure	31,041.13	31,999.99
Less Interest	1,443.04	1,300.17
Profit before Depreciation	4,745.55	5,631.34
Less Depreciation	383.91	426.67
Profit after depreciation and Interest/Net Profit Before Tax	4,361.64	5,204.67
Less: Extra-ordinary Item	---	163.11
Less Current Tax	1,453.03	1,450.00
Less Previous year adjustment of Income Tax	13.29	0.00
Less Deferred Tax	34.72	(196.32)
Mat Credit Availed	0.00	0.00
Net Profit after Tax	2,860.60	2,319.90
Profit for the Period	2,860.60	2,319.90
Less Proposed Dividend	139.95	139.95
Less Provision for Dividend Distribution Tax	29.28	29.28
Net Profit after dividend and Tax Earnings per Share (Basic) Earnings per Share (Diluted)	2,691.37	2,147.80
	1.02	0.91
	1.02	0.91

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company. Based on the internal financial control framework and compliance systems established in the Company, the work performed by Statutory, Internal, Secretarial Auditors and reviews performed by the management and/or the Audit Committee of the Board, your Board is of the opinion that the Companyâs internal financial controls were adequate and working effectively during financial year 2017-18.

DIVIDEND

Your Directors recommend payment of Equity Dividend of Rs. 0.05 per equity share of Rs. 1/- each and such Equity Dividend, upon approval by the Members of the Company at the ensuing Annual General Meeting, shall be payable on the outstanding equity capital as at the Record Date i.e. 21st September, 2018. The outflow on account of equity dividend and the tax on such dividend distribution, based on current paid-up capital of the Company would aggregate to Rs. 1,69,23,411/-.

Transfer to Investor Education and Protection Fund Authority

During the period under review, the company has not required to transfer any amount or shares in IEPF authority.

3. STATE OF AFFAIRS OF THE COMPANY

During fiscal 2018, your Company witnessed yet another strong year of performance despite the uncertain macro environment, reflecting the inherent strength of our business portfolio and continued to perform well in domestic markets while expanding our international reach.

During the year under review:

- The company got Food grade approval for its product TINMATE (Organotin Stabiliser) from FICCI Research and Analysis Centre.

- The company bagged a prestigious order from Petrochemical Giant âMEXICHEMâ and tries to expand itself to the Latin American Countries.

- The company commenced trial runs for added capacity of 10,000 MT of speciality chemicals in plant at Rajasthan.

- The Company introduced new range of Eco-friendly Calcium Zinc heat stabilizer for PVC Compounds.

In the fourth quarter of FY18, the Directorate of Revenue Intelligence conducted a detailed survey of the companyâs international trade operations including import and export consignments. These surveys were carried out at the ports as well as office and factory premises. Almost 70-80 per cent of the companyâs raw materials are imported while exports constitute nearly 50 per cent of the total revenue. As a result, the company experienced a significant disruption of its day-to-day operations.

The Manufacturing plants of the Company are located in the state of J&K, Rajasthan and Noida SEZ. This has been done keeping in mind the strategic and locational advantages with regard to availability of raw material and potential for finished goods.

FUTURE OUTLOOK

As a move forward and with the help of information technology, your Company is planning to introduce new products in market. The Company is scheduling manufacturing unit for its key raw material 2-EHTG at Gujarat Industrial Development Corporation (A Government of Gujarat undertaking) at Dehej, Gujarat to cater the market of Western and Southern India and also for exports its products like Methyle Tin Mercaptile and Epoxidised Soya Bean Oil.

CORPORATE RESTRUCTURING

During the period under review:-

To unlock the true value of the business and to achieve prosperity in each segment of the business, the company had decided to demerge its business into 2 separate entities: High Value Groups and High Volume Groups. Consequently, Vikas Ecotech would house the High Value Group i.e. the specialty chemicals and compounds business while the resultant company Vikas Multicorp Ltd. would contain the recycled compounds and trading businesses, which traditionally have lower margins but higher revenues.

The final hearing for the above scheme of arrangement at the NCLT is scheduled for 6th September, 2018. Once the NCLT approval is granted, shareholders of Vikas Ecotech shall receive additional shares of Vikas Multicorp in the ratio of 1:1 at no extra cost and Vikas Multicorp would be listed as an independent entity.

Management Discussion and Analysis Report

In terms of regulation 34 of the Listing Regulations Management Discussion and Analysis report (âMD&A Reportâ). The MD&A Report, capturing your Companyâs performance, industry trends and other material changes with respect to your Companies and its subsidiaries, wherever applicable, are presented in this Annual Report. The MD&A Report provides a consolidated perspective of economic, social and environmental aspects material to your Companyâs strategy and its ability to create and sustain value to your Companyâs key stakeholders and includes aspects of reporting as required.

SUBSIDIARY COMPANIES, JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS

During the period under review the Company does not have any Subsidiary.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has duly constituted a Committee under the nomenclature of Corporate Social Responsibility Committee consisting of majority of non-executive independent Directors. The Committee has developed Corporate Social Responsibility Policy of the Company and is monitoring implementation of the same. The CSR Committee reports to the Board. The said CSR policy of the Company is also posted on the Website of the Company at www.vikasecotech.com

During the year under review, the Company undertook CSR initiative for cause of Education through the âMaharaja Agrasen Technical Education Society (Regd.)â amounting to Rs. 21,00,000 & St. Kabir Educational society Rs. 35,00,000/- were allocated and spent for the said cause of promoting education being one of the areas Company is presently focusing.

The Annual Report on Companyâs CSR activities is attached to this report.

4. GOVERNANCE AND ETHICS

Corporate Governance

Your Company believes in adopting best practices of corporate governance. Corporate governance principles are enshrined in the Spirit of VEL, which form the core values of VEL. These guiding principles are also articulated through the Companyâs code of conduct, Corporate Governance guidelines, charter of various sub-committees and disclosure policy.

Your Company has been constantly reassessing and benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), applicable provisions of Companies Act, 2013 and applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

As per regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from Shri. Anil Kumar Popli, Practising Company Secretaries, on compliance with corporate governance norms under the Listing Regulations, is provided in this Annual Report.

BOARD OF DIRECTORS

Boardâs Composition and Independence

Your Companyâs Board consists of leaders and visionaries who provide strategic direction and guidance to the organization. As on 31st March, 2018, the Board comprised Four Executive Directors and Three Non-Executive Independent Directors.

Definition of âIndependenceâ of Directors is derived from regulation 16 of the Listing Regulations and Section 149(6) of the Companies Act, 2013. The Company has received necessary declarations from the Independent Directors stating that they meet the prescribed criteria for independence.

Based on the confirmations/disclosures received from the Directors under Section 149(7) of the Companies Act 2013 and on evaluation of the relationships disclosed.

BOARD EVALUATION

The Independent Directors of your Company, in a separate meeting held without presence of other Directors and management evaluated performance of the Chairman, Managing Director and other Non-Independent Directors along with performance of the Board / Board Committees based on various criteria recommended by Nomination & Remuneration Committee. A report on such evaluation done by Independent Directors was taken on record by the Board and further your Board, in compliance with requirements of Companies Act, 2013, evaluated performance of all Independent Directors based on various parameters including attendance, contribution etc.

BOARD COMMITTEES

In compliance with the requirements of Companies Act, 2013 and Listing Regulations your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. www.vikasecotech.com. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report.

VIGIL MECHANISM

Your Company has adopted an process as a channel for receiving and redressing complaints from employees and Directors, as per the provisions of Section 177(9) and (10) of the Companies Act, 2013 and regulation 22 of the Listing Regulations. Under this policy, your Company encourages its employees to report any reporting of fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Companyâs code of business conduct, to the management. Further, your Company has prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employeeâs reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the investigation. Mechanism followed is appropriately communicated within the Company across all levels and has been displayed on the Companyâs website at https://www.vikasecotech.com.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company has a policy and framework for employees to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information.

RELATED PARTY TRANSACTIONS

Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at armâs length as part of its philosophy of adhering to highest ethical standards, transparency and accountability. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. An abridged policy on related party transactions has been placed on the Companyâs website https://www.vikasecotech.com.

All Related Party Transactions are placed on a quarterly basis before the Audit Committee and before the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseeable and repetitive nature.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure I to this Report.

5. INTERNAL FINANCIAL CONTROLS AND AUDIT INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs 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.

Statutory Audit

As per Section 139 of the Companies Act, 2013 and based on the recommendations of the Audit Committee and upon review of confirmations of satisfaction of criteria as specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules, 2014 and in accordance with the approval accorded by the Members at the 31st Annual General Meeting held on September 30, 2016, M/s KSMC & Associates, Chartered Accountants, New Delhi, having Firm Registration No. 003565N, appointed as Statutory auditor for a period of five years.

There are no qualifications, reservations or adverse remarks made by KSMC & ASSOCIATES, Statutory Auditors, in their report for the financial year ended March 31, 2018. Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Anil Kumar Popli, AAA & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2018 is enclosed as Annexure III to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

Cost Audit:

Additionally, in compliance with the requirements of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, as amended, M/s JSN & Co. Cost Accountants, was engaged to carry out Audit of Cost Records of the Company during Financial Year 2017-18. Requisite proposal seeking ratification of remuneration payable to the Cost Auditor for FY 2017-18 by the Members as per Rule 14 of Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of ensuing Annual General Meeting.

6. SOCIAL RESPONSIBILITY AND SUSTAINABILITY Corporate Social Responsibility

Your Company is at the forefront of Corporate Social Responsibility (CSR) and sustainability initiatives and practices. Your Company believes in making lasting impact towards creating a just, equitable, humane and sustainable society.

As per the provisions of the Companies Act, 2013, companies having net worth of Rs. 500 crore or more, or turnover of Rs. 1,000 crore or more or net profit of Rs. 5 Crores or more during the immediately preceding financial year are required to constitute a Corporate Social Responsibility (CSR) committee of the Board comprising three or more directors, at least one of whom should be an independent director and such company shall spend at least 2% of the average net profits of the companyâs three immediately preceding financial years towards CSR activities. Accordingly, your Company has spent Rs. 56,00,000 towards CSR activities during the financial year 2017-18. The contents of the CSR policy and CSR Report for the year 2017-18 is attached as Annexure IV to this Report. Contents of the CSR policy is also available on the Companyâs website at https://www.vikasecotech.com. The terms of reference of CSR committee, framed in accordance with Section 135 of the Companies Act, 2013.

Particulars Regarding Conservation of Energy and Research and Development and Technology Absorption

7. OTHER DISCLOSURES

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

Details of Significant and Material Orders Passed by the regulators/Courts/Tribunals Impacting the Going Concern Status and the Companyâs Operations in Future

There are no significant and material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Your Board currently comprises of 8 Directors including 4 Independent Directors, 4 Executive Director. Independent Directors provide their declarations both at the time of appointment and annually, confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Listing Regulations. During FY 2017-18 your Board met 5 (Five) times details of which are available in Corporate Governance Report annexed to this report.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri. Vikas Garg, Managing Director, is due to retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. Your Board recommends his re-appointment.

The details of Director being recommended for re-appointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company.

During the period under review, Mrs. Anjavi pandya has resigned as CFO and Mr. Sumit Garg was appointed as Chief Finance Officer of the Company w.e.f. 11th August, 2017.

During the period under review Mr. Purushottam Dass Bhoot, Mr. Jagdish Capoor, Mr. Pradip Kumar Banerji has resigned from Board and Mr. Kapil Gupta and Mr. Devender Kumar Garg was appointed on Board. Further, on 14.02.2018, Mr. Kapil Gupta has resigned as Independent Director of the Company

After close of the financial year Mr. Madan Mohan Mandal was appointed as Independent Director w.e.f 14.05.2018 and Mr. Amit Dhuria as CFO w.e.f. 30.05.2018.

In compliance with the requirements of Section 203 of the Companies Act, 2013, Mr. Vikas Garg, Managing Director, Mr. Vivek Garg, Whole-time Director, Mr. Ashutosh Kumar Verma, Whole-time Director & CEO, Mr. Amit Dhuria, Chief Finance Officer and Mr Siddharth Agrawal Compliance Officer & Company Secretary of the Company continue as Key Managerial Personnel of the Company.

CREDIT RATINGS

During the year under review Brickwork Ratings India Private Limited, A SEBI, RBI & NSIC registered credit rating agency in India, has upgraded the companyâs rating to BBB from BBB- for Long-term bank facilities The upgraded ratings showcase the companyâs improved and strong fundamentals across finance, operations and governance parameters. The company has been continuously working to ensure better performance in terms of financial parameters as also garnering higher market share.

Dun & Bradstreet, a US based information and business rating MNC has upgraded the companyâs rating to 5A2 from the previous 4A3, due to improved performance and business metrics.

Crisil, a S& P Global Company has rated the bank facilities of Company has assigned CRISIL BBB for companyâs Long-Term Borrowings & CRISIL A3 for the Short-Term Borrowings with stable outlook.

The ratings indicate companyâs comfortable financial risk profile and are in line with Companyâs strategy of profitable growth and improvement in quality of its financial parameters through better operational performance. The rating reinforces the companyâs practice for financial transparency and reporting.

The new ratings will help all stakeholders especially financial institutions appreciate the bettered credit quality of the company. In turn, the company going forward will be able to access debt and capital at more efficient terms for its various growth initiatives.

LISTING OF SECURITIES

The shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION

Energy Conservation measures taken, Steps taken for utilizing alternate source of energy, Capital investment on energy conservation equipment:

The Company has commissioned 300 KW of solar panels at Rajasthan and also installed a centralized power house on a single High Tension line in place of separate connections for individual unit at its manufacturing facility in Rajasthan . Both these measures will improve efficiency and generate cost savings for the company.

The company has commissioned three dry cutting machines. This will help in generation of cost savings and water conservation for the company and the society.

These are specifically designed panels ensuring optimum use of the electricity being consumed at our factories.

The power factor calculations on our electricity consumption calculations show that VEL is nearing perfect results in getting the best output from the electrical energy consumed in the plants.

VEL closely monitors the throughput of all the machines to ensure that every part of the electrical energy consumed is justified with nearly nil wastage of energy.

Proper production planning also contributes positively to avoid wastage of electrical energy & optimum outputs.

Water conservation, Water extraction, storage, desalinization (softening hard water, filtration for further use in process) also involve a considerable consumptions of electrical energy.

VEL plants have the rainwater harvesting systems in place which not only help conserve water but also the electrical energy involved in extraction of the volume of water thus collected.

The Company shall continue its endeavor to improve energy conservation and utilization TECHNOLOGY ABSORPTION

1) Efforts made in technology absorption & Benefits derived:

Major initiatives are being taken to upgrade the various processes by making use of latest and better techniques. Efforts are being made to make best use of available infrastructure and at the same time importing new technology to bring out efficiency and economy. As a step towards it, the Company has procured highly sophisticated machinery for its newly set up plant at Shahjahanpur, Rajasthan, for commencing production of an additional range of Polymer Additives.

Research & Development (R & D)

b) Benefits derived as a result of above R & D: Increased in market share.

c) Future Plan of Action/Expansions Plans: As the relevant industry is gearing up to cater to the growing demand, Vikas EcoTech Limited, is all set to expand their business in a big way in the coming years. The company is also progressive in installation of additional line to increase the production of Polymer and Polyester Compound at its existing plant located at Shahjahanpur, Alwar, Rajasthan.

With a host of expansion plans, the Company is confident of achieving new heights in the coming years.

2) Imported Technology (imported during last 3 years reckoned from beginning of the financial year)

None.

3) Expenditure incurred on Research and Development (R&D)

The Company has incurred a total expenditure of Rs. 4.32 lacs (including capital and revenue expenses) towards Research and Development.

FOREIGN EXCHANGE, EARNINGS AND OUTGO

During the Financial Year 2017-18 the Company had foreign exchange earnings of Rs. 1,86,30,76,248 and outgo of Rs. 59,49,71,924.

Extract of Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return as on March 31, 2018 in form MGT-9 is enclosed as Annexure V to this report.

Acknowledgements and Appreciation

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company and its subsidiaries and associates for their hard work and commitment. Their dedication and competence has ensured that the Company continues to be a significant and leading player in the industry.

For and on behalf of Board

For Vikas EcoTech Limited

Sumer Chand Tayal Vikas Garg

(Director) Managing Director

DIN: 00255661 DIN: 00255413

Place: New Delhi

Date: 19.07.2018

Mar 31, 2017

The Members,

Vikas EcoTech Limited

The Directors have pleasure in presenting the 32^nd Annual Report on the business and operations of the Company and Audited Statement of Accounts for the year ended 31^st March, 2017.

1. DIRECTORSâ RESPONSIBILITY STATEMENT

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

a) The Financial Statements of the Company - comprising of the Balance Sheet as at 31^st March, 2017 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;

b) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

d) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

e) The internal financial controls to be followed by the company were laid down and such internal financial controls were adequate and were operating effectively; and

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

2. FINANCIAL RESULTS

The Companyâs financial performance, for the year ended March 31^st, 2017 is summarized below:

(Rs. in Lac)

Particulars	2016-2017	2015-2016
Net Sales/Income from Business Operations	37,136.01	30,715.20
Other Income	166.93	483.09
Total Income	37,302.94	31,198.29
Gross Expenditure	30,377.23	25,818.12
Less Interest	1,300.80	1,133.53
Profit before Depreciation	5,624.90	4,246.64
Less Depreciation	426.67	337.07
Profit after depreciation and Interest/Net Profit Before Tax	3,566.20	3,925.68
Less Current Tax	1,450.00	1,324.36
Less Previous year adjustment of Income Tax	0.00	38.46
Less Deferred Tax	(200.82)	(17.83)
Mat Credit Availed	0.00	27.24
Net Profit after Tax	2,317.03	2,553.45
Add Share of Profit from Partnership firm/Minority Interest	0.00	0.00
Profit for the Period	2,317.03	2,553.45
Less Proposed Dividend	139.95	127.11
Less Provision for Dividend Distribution Tax	29.28	25.87
Net Profit after dividend and Tax	2,147.80	2,400.47
Amount transferred to General Reserve	162.19	178.73
Profits carried to Balance Sheet	1,985.61	2,221.74
Earnings per Share (Basic)	0.91	1.00
Earnings per Share (Diluted)	0.91	1.00

DIVIDEND

Your Directors recommend payment of Equity Dividend of Rs.0.05 per equity share of Rs.1 each and such Equity Dividend, upon approval by the Members of the Company at the ensuing Annual General Meeting, shall be payable on the outstanding equity capital as at the Record Date i.e. 21^st September, 2017. The outflow on account of equity dividend and the tax on such dividend distribution, based on current paid-up capital of the Company would aggregate to Rs.1,69,23,411.

STATE OF AFFAIRS OF THE COMPANY

During fiscal 2017, your Company witnessed yet another strong year of performance despite the uncertain macro-environment, reflecting the inherent strength of our business portfolio and continued to perform well in domestic markets while expanding our international reach. FY2017 turned out to be an eventful year with the Governmentâs decision to demonetise high value currency notes during November, 2016. However Indian economy proved to be resilient with GDP growth being marginally impacted despite the high magnitude of the event.

The Company has been expanding its operations both in terms of product base and customer base. We have been trying to capture new markets for our products. The operations of the Company are growing steadily and constant Uttar Pradesh rise in performance of the Company is evident from its promising financial prospects.

The Manufacturing plants of the Company are located in the state of J&K and Rajasthan. This has been done keeping in mind the strategic and locational advantages with regard to availability of raw material and potential for finished goods.

FUTURE OUTLOOK

Taking a step forward with the help of our R&D and new technology efforts, the Company is planning to introduce new products in the market. The Companyâs new manufacturing units at Kandla SEZ and at Dahej-N, Industrial Estate, District-Bharuch, Gujarat will cater to the markets in Western & Southern India and exports of speciality compounds and additives.

SUBSIDIARY COMPANIES, JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS

During the period under review the Company does not have any Subsidiary or Joint Venture Company.

CORPORATE GOVERNANCE AND POLICIES

In order to maximise shareholder value on a sustained basis, your Company has been constantly reassessing and benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (âListing Regulationsâ) and applicable provisions of Companies Act, 2013. In terms of Schedule V of Listing Regulations, a detailed report on Corporate Governance along with Compliance Certificate issued by the Statutory Auditors of the Company is attached and forms an integral part of this Annual Report. Management Discussion and Analysis Report as per Listing Regulations are presented in separate sections forming part of the Annual Report.

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board has approved various Policies including Code of Conduct for Directors & Senior Management, Material Subsidiary Policy, Insider Trading Code, Document Preservation Policy, Material Event Determination and Disclosure Policy, Fair Disclosure Policy, Corporate Social Responsibility Policy, Whistle Blower and Vigil Mechanism Policy, Related Party Transaction Policy, Remuneration Policy. All these policies and codes have been uploaded on Companyâs corporate website www.vikasecotech.com.

Additionally, Directors Familiarisation Program and Terms and Conditions for appointment of Independent Directors can be viewed on Companyâs corporate website www.vikasecotech.com. In compliance with the requirements of Section 178 of the Companies Act, 2013, the Nomination & Remuneration Committee of your Board had fixed various criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limits, qualification/experience, areas of expertise and independence of individual.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has duly constituted a Committee under the nomenclature of Corporate Social Responsibility Committee consisting of majority of non-executive Independent Directors. The Committee has developed Companyâs Corporate Social Responsibility Policy and is monitoring implementation of the same. The CSR Committee reports to the Board of Directors. The said CSR policy of the Company is also posted on the Website of the Company at www.vikasecotech.com.

During the year under review, the Company undertook CSR initiative for cause of Education through the âMaharaja Agrasen Technical Society (Regd.)â and â35,30,120 were allocated and spent for the said cause of promoting education and specially skill education in the country are the areas Company is presently focusing.

The Annual Report on Companyâs CSR activities is attached to this report.

On March 31, 2017, companyâs newly opened Polypropylene manufacturing plant was destroyed in a fire that engulfed this particular section of companyâs manufacturing facility in Shahjahanpur, Rajasthan. Due to fire â16 crores approx. value of stock, plant & machinery along with building was destroyed. All the plants, stocks, machinery were fully insured and the Company has successfully filed and lodged the claim with insurance company.

The Company has decided to demerge the High Volume Recycled compounds and Trading Division of the Company into Vikas Multicorp Limited.

No other material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this Report.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Your Board currently comprises of 9 Directors including 6 Independent Directors, 3 Executive Directors. Independent Directors provide their declarations both at the time of appointment and annually, confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Listing Regulations. During FY 2016-17 your Board met 6 (six) times, details of which are available in the Corporate Governance Report annexed to this report.

Persuant to the membersâ approval at the 31^st Annual General Meeting of the Company held on 30^th September, 2016, Mr. Vikas Garg was appointed as Managing Director for 5 years and Mr. Vivek Garg was appointed as Whole-time Director for a period of 5 years.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Ashutosh Kumar Verma, Whole-time Director, is due to retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. Your Board recommends his re-appointment.

During the period under review, Mr. Pankaj Kumar Gupta has resigned as CFO and Mrs. Anjavi Pandya was appointed as Chief Finance Officer of the Company w.e.f. 27^th October, 2016.

In compliance with the requirements of Section 203 of the Companies Act, 2013, Mr. Vikas Garg, Managing Director, Mr. Vivek Garg, Whole-time Director, Mr. Ashutosh Kumar Verma, Whole-time Director & CEO, Mrs. Anjavi Pandya, Chief Finance Officer and Mr Siddharth Agrawal Compliance Officer & Company Secretary of the Company continue as Key Managerial Personnel of the Company.

BOARD EVALUATION

The Independent Directors of your Company, in a separate meeting held without presence of other Directors and management evaluated performance of the Chairman, Managing Director and other Non-Independent Directors along with performance of the Board/Board Committees based on various criteria recommended by Nomination & Remuneration Committee. A report on such evaluation done by Independent Directors was taken on record by the Board and further your Board, in compliance with requirements of Companies Act, 2013, evaluated performance of all Independent Directors based on various parameters including attendance, contribution etc.

BOARD COMMITTEES

ln compliance with the requirements of the Companies Act, 2013 and Listing Regulations, your Board had constituted various Board Committees including an Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Details of the constitution of these Committees, which are in accordance with the regulatory requirements, have been uploaded on the website of the Company viz. www.vikasecotech.com. Details of the scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance section on the website.

AUDITORS

Statutory Audit: As per Section 139 of the Companies Act, 2013 and based on the recommendations of the Audit Committee and upon review of confirmations of satisfaction of criteria as specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules, 2014 and in accordance with the approval accorded by the Members at the 31^st Annual General Meeting held on 30^th September, 2016, M/S. KSMC & Associates, Chartered Accountants, New Delhi, having Firm Registration No. 003565N, appointed as Statutory auditor for a period of five years in place of RSPH & Associates. Your Board places on record their appreciation for the services provided by M/S. RSPH & Associates, Chartered Accountants, as Statutory Auditors of the Company for over past years.

Secretarial Audit: During the year, Secretarial Audit was carried out by M/S. AAA & Associates, Company Secretaries in compliance with Section 204 of the Companies Act, 2013.

The report of M/S. KSMC & Associates, Chartered Accountants as Statutory Auditor and M/S. AAA & Associates, Company Secretaries as Secretarial Auditor forming part of this Annual report do not contain any qualification, reservation or adverse remarks. During the year under review the Statutory Auditors had not reported any matter under Section 143 (12) of the Act and therefore no detail is required to be disclosed under Section 134 (3) of the Act.

Cost Audit: Additionally, in compliance with the requirements of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, as amended, M/S. Niraj Kumar Vishwakarma & Associates, Cost Accountants, was engaged to carry out Audit of Cost Records of the Company during Financial Year 2016-17. Requisite proposal seeking ratification of remuneration payable to the Cost Auditor for FY 2016-17 by the Members as per Rule 14 of Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of Annual General Meeting.

DISCLOSURES

I. Particulars of loans, guarantees and investments:- During the financial year ended for the FY 2016-17, no Loans, Investment or guarantee u/s 186 of the Companies Act, 2013 were made by the Company.

II. Transactions with Related Parties- All contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an armâs length basis, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and Listing Regulations. During FY 2016-17, there are no materially significant Related Party Transactions by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All related party transactions are placed before the Audit Committee for its approval and statement of all related party transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions along with arms-length justification. During the year under review, there have been no materially significant related party transactions as defined under Section 188 of the Act and Regulations 23 the Listing Regulations and accordingly no transactions are required to be reported in Form AOC-2 as per Section 188 of the Companies Act, 2013.

III. Internal Financial Controls and their adequacy: Your Company has approved internal financial controls and policies/procedures to be adopted by the Company for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically and at the end of each financial year.

IV. Deposits & Unclaimed Dividend: Your Company has not accepted any public deposit under Chapter V of the Companies Act, 2013. During the year under review, the Company has not transferred any amount in Investor Education and Protection Fund.

V. Extract of Annual Return: The extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 is annexed to this report.

VI. Sexual Harassment: The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year under review one complaint relating to sexual harassment was received by the Company and the same is under investigation.

VII. Regulatory Orders: No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Companyâs operations in future.

CREDIT RATINGS

During the year under review Brickwork Ratings India Private Limited, A SEBI, RBI & NSIC registered credit rating agency in India, upgraded the companyâs rating to BBB from BBB- for Long-term bank facilities. The upgraded ratings showcase the companyâs improved and strong fundamentals across finance, operations and governance parameters. The company has been continuously working to ensure better performance in terms of financial parameters as also garnering higher market share.

Dun & Bradstreet, a US based information and business rating MNC has upgraded the companyâs rating to 5A2 from the previous 4A3, due to improved performance and business metrics.

Crisil, a S& P Global Company has rated the bank facilities of Company has assigned CRISIL BBB for companyâs Long-Term Borrowings & CRISIL A3 for the Short-Term Borrowings with stable outlook.

The ratings indicate companyâs comfortable financial risk profile and are in line with Companyâs strategy of profitable growth and improvement in quality of its financial parameters through better operational performance. The rating reinforces companyâs practice for financial transparency and reporting.

ENVIRONMENT, HEALTH AND SAFETY

The Company is continuously working towards laying a strong foundation and creating a sustainable future for our organization, our people and the society as a whole. Here, Environment Health and Safety (EHS) management is a key pillar of our sustainable growth agenda. We are committed to lead and excel in all aspects of environmental stewardship, safety, health and social responsibility, always striving to provide safe and healthy work environment to our employees and efficient, safe and environmentally responsible products to our customers. Your Companyâs primary focus in this regard is on product innovation, developing safe and efficient products which are environmentally friendly, i.e. energy-efficient, safer to use, using non-toxic/eco-friendly raw-materials, having long use life and those can be safely disposed and dismantled at the end of their use life. Further, we are actively working towards improving the EHS systems and practices within our operations. From environment aspect, our efforts are directed towards resource conservation and efficiency within our operations. We have initiated an energy conservation drive within our plants with the objective of monitoring our energy consumption at micro-level, benchmarking our performance and implementing solutions for continuous improvements.

RESEARCH & DEVELOPMENT

With the objective of enhancing in-house R&D capability, the Company is investing in world class infrastructure and test laboratories at all plant locations. The company has strong focus on in-house research & development and promotes culture for innovation. Companyâs CRI (Centre for Research and Innovation) team focuses on continuous and sustainable product innovations, working across the product lifecycle aspects including design, development, manufacturing and use phases. During the year, the R&D activities continued to focus on developing intelligent, eco-friendly and energy efficient products, as well as, extending the range of existing products.

LISTING OF SECURITIES

The shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION

Energy Conservation measures taken, Steps taken for utilizing alternate source of energy, Capital investment on energy conservation equipment:

The Company has professionally designed & maintained Power factor Panels.

These are specifically designed panels ensuring optimum use of the electricity being consumed at our factories.

The power factor calculations on our electricity consumption calculations show that VEL is nearing perfect results in getting the best output from the electrical energy consumed in the plants.

VEL closely monitors the throughput of all the machines to ensure that every part of the electrical energy consumed is justified with nearly nil wastage of energy.

Proper production planning also contributes positively to avoid wastage of electrical energy & optimum outputs.

Water conservation, Water extraction, storage, desalinization (softening hard water, filtration for further use in process) also involve a considerable consumptions of electrical energy.

VEL plants have the rainwater harvesting systems in place which not only help conserve water but also the electrical energy involved in extraction of the volume of water thus collected.

The Company shall continue its endeavor to improve energy conservation and utilization.

TECHNOLOGY ABSORPTION

1) Efforts made in technology absorption & Benefits derived:

Major initiatives are being taken to upgrade the various processes by making use of latest and better techniques. Efforts are being made to make best use of available infrastructure and at the same time importing new technology to bring out efficiency and economy. As a step towards it, the Company has procured highly sophisticated machinery for its newly set up plant at Shahjahanpur, Rajasthan, for commencing production of an additional range of Polymer Additives.

Research & Development (R & D)

b) Benefits derived as a result of above R & D: Increase in market share.

With a host of expansion plans, the Company is confident of achieving new heights in the coming years.

2) Imported Technology (imported during last 3 years reckoned from beginning of the financial year)

None.

3) Expenditure incurred on Research and Development (R&D)

The Company has incurred a total expenditure of Rs.4.32 lacs (including capital and revenue expenses) towards Research and Development.

FOREIGN EXCHANGE, EARNINGS AND OUTGO

During the Financial Year 2016-17 the Company had foreign exchange earnings of Rs.1,86,30,76,248 and outgo of Rs.59,49,71,924.

Acknowledgement

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges and depositories, auditors, legal advisors, consultants, business associates and all the employees with whose help, cooperation and hard work the Company is able to achieve the results. The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and all its shareholders.

Sumer Chand Tayal Vikas Garg

(Director) (Managing Director)

DIN: 00255661 DIN: 00255413

Place: New Delhi

Date: August 11, 2017

Mar 31, 2015

The Directors have pleasure in presenting the 30th (Thirtieth) Annual Report of your Company and Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

The Company's financial performance, for the year ended March 31, 2015 is summarized below:-

(Rupees in Lac)

Particulars 2014-2015 2013-2014

Net Sales /Income from Business Operations 21101.55 16968.35

Other Income 370.70 190.73

Total Income 21472.24 17159.08

Gross Expenditure 19437.03 15951.47

Less Interest 1071.12 642.34

Profit before Depreciation 964.09 565.27

Less Depreciation 341.80 190.54

Profit after depreciation and Interest/Net Profit Before Tax 622.29 374.73

Less Current Tax 124.51 49.16

Less Previous year adjustment of Income Tax 63.63 (4.03)

Less Deferred Tax (36.43) 1.18

Mat Credit Availed 92.00 27.81

Net Profit after Tax 378.58 300.61

Add Share of Profit from Partnership firm/Minority Interest - 31.84

Profit for the Period 378.58 332.45

Less Proposed Dividend 127.11 50.85

Less Provision for Dividend Distribution Tax 24.26 8.64

Net Profit after dividend and Tax 227.21 272.96

Amount transferred to General Reserve 26.50 272.96

Profits carried to Balance Sheet 200.71 -

Earnings per Share (Basic) 0.15 0.13

Earnings per Share (Diluted) 0.15 0.13

During the year under review the Company has achieved Net Sales of Rs. 21101.55 Lac and a net profit before tax of Rs. 622.29 Lac as against net sales of Rs. 16968.35 Lac and Profit before tax of Rs. 374.73 Lac in the previous financial year 2013-14 respectively.

Your Company is financially strong and self reliant in terms of funds generation, debt servicing and has been able to generate sufficient profits for dividend payouts. A constant rise in turnover and profits of the Company is apparent and your Directors are expecting better results both in terms of operations of the Company and its financial position.

STATE OF AFFAIRS OF THE COMPANY

The Company has been expanding its operations both in terms of product base and customer base. We have been trying to capture new markets for our products. The operations of the Company are growing steadily and constant raise in performance of the Company is evident from its promising financial prospects.

The Manufacturing plants of the Company are located in the state of J&K and Rajasthan. During the year, two manufacturing units were established one at Bawana, Delhi and another at Sitarganj, Uttrakhand. This has been done keeping in mind the strategic and vocational advantages with regard to availability of raw material and potential for finished goods.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report.

FUTURE OUTLOOK

As a move forward and with the help of Technology & Innovation, your Company is planning to introduce new products in market. The Company is scheduling another manufacturing unit at land allotted by Gujarat Industrial Development Corporation (A Government of Gujarat undertaking) at Dehej-II, Industrial Estate, District- Bharuch (Gujarat) to cater the market of Western and Southern India and also for exports its products like Methyle Tin Mercaptile and Deoxidized Soya Bean Oil. Your Company is also planning for Overseas Direct Investment in form of JV/WOS abroad.

DIVIDEND

Your Directors are pleased to recommend a dividend @ 5% i.e. of Rs. 0.05/- (Five Paisa) per share on 25,42,39,675 (Twenty Five Crore Forty Two Lac Thirty Nine Thousand Six Hundred Seventy Five) Equity Shares for the current financial year. The dividend if approved and declared in the ensuing Annual General meeting would result in a payout of Rs. 1,27,11,983.75/- (Rupees One Crore Twenty Seven Lac Eleven Thousand Nine Hundred Eighty Three and Paisa Seventy Five) and Dividend Distribution Tax of Rs. 24,26,119/- aggregating a total outflow of Rs. 1,51,38,103/-.

Amounts proposed to be carried to Reserves.

A sum of Rs. 26,50,085/- (Rupees Twenty Six Lac Fifty Thousand Eighty Five) being 7% of the net profits of the Company for the current financial year as considered appropriate by the Board has been transferred to General Reserve of the Company.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

SHARE CAPITAL

During the year under review, the Authorized Share Capital of the Company was increased from Rs. 15,95,00,000/- (Rupees Fifteen Crore Ninety Five Lac) to Rs. 26,00,00,000/- (Rupees Twenty Six Crore) by creation of 10,05,00,000 Equity Shares of Rs. 1/- each aggregating to addition of Capital of Rs. 10,05,00,000/- (Rupees Ten Crore Five Lac).

BONUS SHARES

During the year under review the Company made bonus issue of Rs. 15,25,43,805/- (Rupees Fifteen Crore Twenty Five Lac Forty Three Thousand Eight Hundred Five) in the proportion of 3:2 i.e. 3 equity shares for every 2 equity shares held, 15,25,43,805 Equity Shares of Rs. 1/- (Rupees One) Each as fully paid Bonus Shares by utilization of Rs. 7,36,16,255/- out of Securities Premium Account and Rs. 7,89,27,550/- out of General Reserve & Surplus, to the existing shareholders of the Company in accordance with the provisions of Section 63 of the Companies Act, 2013 read with Rule 14 of the Companies (Share Capital and Debentures), Rules 2014 and SEBI (Issue of Capital and Disclosure Requirements), Regulations, 2009.

EMPLOYEES' STOCK OPTION SCHEME (ESOS)

The Company pursuant to the Special Resolution passed at the Annual General Meeting held on 28th September, 2011 for issue and allotment of Equity shares under Employee Stock Option Scheme (ESOS), has constituted a Compensation Committee. An Employee Stock Option Scheme 2011 (ESOS 2011) to reward the Employees of the Company for their performance and association with the Company and to motivate them to contribute to the growth and profitability of the Company, was accordingly formulated and implemented.

During the previous financial year 2013-14, 6,56,500 equity shares of Rs. 1/- each were allotted to the eligible employees and Directors consequent to vesting and exercise of first tranche of options granted. However no exercise of options has taken place during the financial year under reporting and thus no shares has been allotted under Employee Stock Option Scheme 2011 of the Company.

Disclosures under Regulation 14 of Securities Exchange Board of India (Share Based Employment Benefits) Regulations, 2014 are available at website of the Company www.vikasglobal.com at weblink http://www.vikasglobal.com/gifs/Disclosure%20under%20SEBI.pdf.

ANNUAL RETURN

The extracts of Annual Return in Form MGT-9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in "Annexure A" annexed to this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, the Company disposed off its investment in its Wholly Owned Subsidiary, Moonlite Techno hem Private Limited, by sale of 31,49,070 Equity Shares of face value Rs. 10/- each at Rs. 17/- each being the fair market value of the shares aggregating to an inflow of Rs. 5,35,34,190/- (Rupees Five Crore Thirty Five Lac Thirty Four Thousand One Hundred and Ninety) and thereby a profit of Rs. 1,88,23,854/- (Rupees One Crore Eighty Eight Lac Twenty Three Thousand Eight Hundred Fifty Four) has been earned on the transaction which has been reported under the head of "Other Income".

The Company has acquired/taken over business of its earlier associate concern "Sigma Plastic Industries" w.e.f. 1st April, 2014 by acquisition of balance 25% stake of the said concern and thereby increasing its stake in the said concern to 100%. "Sigma Plastic Industries" has thus been dissolved.

Thus as on 31st March, 2015, the Company does not have any Subsidiary, Joint venture or Associate Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of Loans, guarantees or investments made under Section 186 by the Company are as under:

1. The Company had invested Rs. 3,47,10,336/-(Rupees Three Crore Forty Seven Lac Ten Thousand Three Hundred and Thirty Six) in its wholly owned subsidiary, Moonlite Techno hem Private Limited. The said investment was disposed of during the year under review.

2. The Company had given Corporate Guarantee to the Bank of Rs. 16 Crore for Moonlite Techno hem Private Limited (MTPL), Wholly Owned Subsidiary of the Company. Consequent to disposal of investment, the MTPL ceased to be subsidiary of the Company; revocation of the said Guarantee has been initiated and is under process.

There were no other loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS ENTERED WITH RELATED PARTIES

The particulars of Contracts or Arrangements entered with related parties and justification for the same made pursuant to Section 188 during the year under review are furnished under Form AOC-2 annexed to this report as "Annexure B".

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Purushottam Dass Bhoot was appointed as Independent Director in terms of Section 152 of the Companies Act, 2013 for a term of 5 years at the Annual General Meeting of the Company held on 29.09.2014.

Mr. Ashutosh Kumar Verma was appointed on the Board of the Company at the Annual General Meeting held on 29.09.2014. On 14.02.2015, he was designated as Key Managerial Personnel by appointment as Chief Executive Officer and Whole Time Director subject to approval of members at the ensuing Annual General Meeting.

Ms. Deepika Bhardwaj was appointed as Additional Director (Women Director) of the Company on 14.02.2015 and has resigned from Directorship of Company on 18.05.2015.

Ms. Jyoti Somani working as Company Secretary of the Company w.e.f. 01.11.2011, resigned on 23.05.2014. Thereafter Mr. Sunil Malik was appointed as Company Secretary of the Company on 24.05.2014; he resigned from the position on 03.11.2014. Ms. Gayatri Chawla has been appointed as Company Secretary of the Company on 14.02.2015.

Mr. Vikram Dang was appointed as Chief Financial Officer of the Company on 13.11.2014 however due to his health reasons; he resigned from the position on 18.01.2015, Mr. Pankaj Kumar Gupta working with Company as Manager Accounts was promoted and appointed as Chief Financial Officer of the Company on 14.02.2015.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

6 (Six) Board meetings were held during the financial year under review. Details of the meeting and attendance are forming part of the Corporate Governance Report.

MANAGERIAL REMMUNERATION AND OTHER DISCLOSURES

Disclosure pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

a) The particulars of ratio of the remuneration of each Director to the median employee's remuneration and other details pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are furnished as "Annexure C" attached to this report.

b) None of the employee of the Company is in receipt of remuneration aggregating to Rs. 60 Lac for the year or Rs. 5 Lac for a month during the year 2014-15 and is also not falling under the criteria of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, thus disclosure in this respect is not required.

c) No Director of the Company, including its Managing Director or Whole-Time Director, is in receipt of any commission from the Company or its Subsidiary Company.

ANNUAL EVALUATION BY THE BOARD

The annual evaluation of performance of Board as a whole and that of its committees and individual directors is undertaken at periodic intervals in a staged manner where first the discussions are held and criteria is laid down at meeting of Independent Directors and then by the Board itself. The criteria for evaluation of performance of Board includes among other things Constitution of Board, Diversity, Number of Board Members, Skills and Expertise of members of Board, financial performance of the Company, Compliance and other similar aspects etc.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013, listing agreement and the relevant rules.

The details pertaining to Familiarization Programme for Independent Directors has been provided in Corporate Governance Report.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has laid down policy on appointment of Directors, payment of Managerial Remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters in terms of Section 178(3) of the Companies Act, 2013 read with listing agreement is annexed herewith as "Annexure D".

The Composition and other details of Nomination and Remuneration Committee are detailed in Corporate Governance Report.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. The Company has developed a risk management policy and has also constituted Risk Management Committee consisting majority of non-executive independent Directors for timely recognition and cure of the business, financial and other risks associated with the working of the Company. The composition and other details of the Risk Management Committee of the Company are detailed in Corporate Governance Report. The Committee meets at regular intervals and monitors implementation of Risk Management Policy of the Company.

DEVELOPMENT AND IMPLEMENTATION OF POLICY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has duly constituted a Committee under the nomenclature of Corporate Social Responsibility Committee consisting of majority of non-executive independent Directors. The Committee has developed Corporate Social Responsibility Policy of the Company and is monitoring implementation of the same. The CSR Committee reports to the Board. The said CSR policy of the Company is also posted on the Website of the Company at www.vikasglobal.com.

During the year under review, the Company undertook CSR initiative for cause of Education through the "Maharaja Agrasen Technical Education Society (Regd.)" and Rs. 12,00,000/- (Rupees Twelve Lac) were allocated and spent for the said cause of promoting education being one of the areas Company is presently focusing.

The Annual Report on Company's CSR activities is furnished in "Annexure E" and attached to this report.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

In terms of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 and listing agreement with stock exchanges, the Audit Committee of the Company is duly constituted and consists of the following Independent & Non-Executive Directors' as members:

1. Mr. Narender Kumar Garg*

2. Mr. Purushottam Dass Bhoot

3. Mr. Sumer Chand Tayal

*Mr. Narender Kumar Garg is no longer associated with the Company as Director; he resigned from Directorship on 29.04.2015. Terms of reference and other details of the Committee are detailed in Corporate Governance Report.

The Company has also established a vigil mechanism and overseas it through the Audit Committee to resolve the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace pursuant to the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment (if any). The policy has set guidelines on the redressal and enquiry process that is to be followed by complainants and the ICC, while dealing with issues related to sexual harassment at the work place. All women employees whether permanent, temporary, contractual and trainees are covered under this policy. The Company has not received any complaints during the year.

AUDITORS & AUDITORS' REPORT

M/s RSPH & Associates, Chartered Accountants (Firm Registration No. 003013N), New Delhi were appointed as Auditors of the Company at the Annual General Meeting held on 29th September, 2014. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the Auditors to the effect that if their appointment is confirmed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The report of the Auditors together with their notes to accounts forming part of the Balance Sheet and the Cash Flow Statement as at 31st March, 2015 and the Statement of Profit & Loss for the year ended on that date are self explanatory and do not call for any further explanation from the Directors.

INTERNAL AUDITORS & INTERNAL CONTROL SYSTEMS

The Management continuously reviews the internal control systems and procedures for the efficient conduct of the Company's business and Financial Statements. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses. In terms of Section 138 of Companies Act, 2013, M/s. Pandey Amit & Associates (Registration No. 025425N), the internal auditors of the Company conduct the Audit on regular basis and the Audit Committee actively reviews internal audit reports and effectiveness of internal control systems.

Internal Control Systems are implemented to safeguard the Company's assets from loss or damage, to keep constant check on the cost structure, to prevent revenue leakage, to provide adequate financial and accounting controls and implement accounting standards.

The Company has a rigorous business planning system to set targets and parameters for operations which are reviewed with actual performance to ensure timely initiation of corrective action, if required.

COST AUDITORS

The Company has appointed M/s. Niraj Kumar Vishwakarma & Associates (Firm Regn. No. 101683), Cost Accountants for conducting Cost Audit for the financial year 2015-16 under the provisions of Section 139 of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under section 141 read with section 139 and 148 of the Companies Act, 2013. The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and arm's length relationship with the Company.

SECRETARIAL AUDITORS & SECRETARIAL AUDITORS' REPORT

The Company has in terms of Section 204 of the Companies Act, 2013 appointed M/s. AAA & Associates, Company Secretaries for secretarial audit of the financial year 2014-15, the report of secretarial auditor is annexed hereto and forming part of this report. The report of Secretarial Auditors' is self explanatory and do not call for any further explanation from the Directors.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:Â

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

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

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively

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

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure F" attached to this report.

CREDIT RATINGS

During the year under review Brickwork Ratings India Private Limited, A SEBI, RBI & NSIC registered credit rating agency in India, has assigned Bank rating BWR BBB- (BWR Triple B minus) for Long- term bank facilities and the Outlook of which is Stable regarding timely servicing of financial obligations and BWR A3 (BWR A Three) for Short-term bank facilities.

MANAGEMENT'S 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 provided separately and is forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Report on Corporate Governance under Clause 49 of the Listing Agreement is produced separately and is forming part of this report. A Certificate from Practicing Company Secretary regarding compliance of the conditions of the Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is attached with the Corporate Governance Report.

Certificate of the Managing Director, inter-alia confirming the correctness of the financial statements, compliance with Company's Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchange, is also attached in the Corporate Governance Report.

LEGAL & CORPORATE MATTERS

The legal cases filed by and against the Company, pending adjudication are not material in nature and are by and large commercial. A winding up petition has been filed against the Company by M/s. ADM Agro Industries Kota and Akola Private Limited, alleging non-payment of Rs.41,15,664/- The debt is disputed and has already been challenged by the Company, through a civil case, for recovery of damages on grounds of non-fulfillment of obligation by said M/s. ADM Agro Industries Kota and Akola Private Limited. A summary suit for recovery of debt concerning the matter is also pending adjudication. Presently all these matters are being heard and subjudice before Court of Law. The Company is confident that the matters would be decided in its favor.

There are no significant or material orders passed by the regulators /court affecting going concern status or Company's operations in near future.

LISTING OF SECURITIES

Equity Shares of the Company are listed at National Stock Exchange (NSE) and Bombay Stock Exchange (BSE). The Annual Listing Fee including service tax for the financial year 2014-15 has been paid to all of the Stock Exchanges.

ACKNOWLEDGEMENTS

Your directors place on the record their sincere appreciation for the valuable assistance and continued support received from our esteemed customers, government authorities, financial institutions, banks and shareholders of the Company. We further express our gratitude to all our employees for their committed services to the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Vikas GlobalOne Limited

(Purushottam Dass Bhoot) (Vikas Garg)

Chairman & Director Managing Director

DIN-00094087 DIN-00255413

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 29th (Twenty Ninth) Annual Report of your Company and Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGTS:

The Company''s financial performance, for the year ended March 31, 2014 is summarized below :-

(Rupees in Lacs)

Particulars Vikas GlobalOne Vikas GlobalOne Limited Limited (Standalone) (Consolidated)

2013-2014 2012-2013 2013-2014 2012-2013

Gross Income 17,159.09 15,808.07 25,284.17 25,418.38

Gross Expenditure 16,705.53 15,514.92 24,725.18 25,005.27 Share of Profit from Partnership firm/Minority

Interest 31.85 58.67 (10.62) (19.56)

Prior Period adjustments (net) (78.82) (0.26) (79.00) (0.58)

Net Profit before Tax 406.58 351.56 469.37 392.98

Provision for Taxation (49.16) (5.65) 77.04 (21.57)

Provision for Deferred Tax (1.18) (5.38) (1.80) (6.20)

Mat Credit Availed (27.81) 0 (27.81) 0

Provision for Taxation (earlier years) 4.03 1.75 (1.28) 1.64

Net Profit after Tax 332.46 342.28 361.44 366.85

Balance brought forward from previous year 1,972.21 1,688.64 2,051.07 1742.93

Profits available for appropriation 2,304.67 2,030.92 2,412.91 2,109.78

Proposed Dividend (50.85) (50.51) 50.85 (50.51)

Provision for Dividend Distribution Tax (8.64) (8.20) 8.64 (8.20)

Profits carried to Balance Sheet 2,245.18 1,972.21 2,353.02 2,051.07

FINANCIAL REVIEW:

The Company showed improvement in nearly all the spheres it operates in.

Turnover of the company for the Financial Year ended on 31st March 2014 was 16,923 Lacs as compared to Rs. 15,679 Lacs for the Financial Year ended on 31st March 2013 registering a growth of around 8 percent whereas the PAT was Rs. 342 Lacs for the FY 2012-13 as compared to Rs. 332 Lacs for the FY 2013-14. The decrease in the profitability was due to following reason:-

The company was availing exemption under Minimum Alternative Tax benefits in the state of Jammu and Kashmir which were withdrawn by the government during the current financial year. This has affected both the revenue and profitability of the company.

Further we would like to bring in your kind notice that FY 13-14 was very turbulent for overall economy. Even then also company has maintained its trend of growth both in terms of Revenue and Profit. Thus keeping in view the stabilizing economy and some prudent measures taken by the management, the company is expecting good results in the upcoming Financial Year 2014-15.

Further the exports of the company have registered an overall growth of 53 percent which is Rs. 2900.40 Lacs in the Financial Year 2013-14 as compared to Rs. 1937.06 Lacs in the previous Financial Year 2012-13.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 272.97 Lacs to the general reserve out of the amount available for appropriation and an amount of Rs. 2245.17 Lacs is proposed to be retained for future purpose.

DIVIDEND:

Based on the Company performance, your Directors are pleased to recommend for the approval of the members a final dividend of Rs. 0.05 (5%) per equity share of face value of Rs. 1 each for the year ended 31 March, 2014, which will absorb Rs. 59.48 Lacs inclusive of Dividend Distribution Tax amounting to Rs. 8.64 Lacs.

The final dividend, if approved, will be paid to the members within the period stipulated by the Companies Act, 2013, through either of ECS (preferably), NEFT, dividend warrants, bankers'' cheques.

DIRECTORS:

In terms of Article 86 of Articles of Associations of the Company and pursuant to section 152 of the Companies Act, 2013, Mr. Vivek Garg (DIN: 00255443) and Mr. Purushottam Dass Bhoot (DIN: 00094087) who retires at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment in terms of the provisions of the Articles of Association of the Company. The Board of Directors recommended their re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement.

The Companies Act, 2013 provides for appointment of Independent Directors. Sub-section (10) of Section 149 of the Companies Act, 2013 (effective from 01.04.2014) provides that Independent Directors shall hold office for a term up to five consecutive years on the Board of a Company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company. Sub-section (11) states that no Independent director shall be eligible for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in sub section (6) and (7) of section 152 of the Act shall not apply to such Independent Directors.

Our Non-executive Independent Directors were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. The Board of Directors has been advised that the Non- executive Independent Directors so appointed would continue to serve the term that was ascertained at the time of appointment as per the resolution pursuant to which they were appointed. Therefore it stands to reason that only those Non-Executive Independent Directors who will complete their present term at the ensuing AGM of the Company in 29th September, 2014, being eligible and seeking re-appointment, be considered by the shareholders for re-appointment for a term up to five consecutive years.

Non- executive Independent Directors who do not complete their term at the ensuing Annual General Meeting, will continue to hold office till the expiry of their term (based on retirement period calculation) and thereafter would be eligible for re-appointment for a fixed term in accordance with the Companies Act, 2013.

Brief profile of the Directors who are to be appointed/re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold the membership of the Board of Directors or committee thereof, chairmanship of the Board, their shareholding etc. as stipulated under Clause 49 of the Listing Agreement, are furnished in the notice of the ensuing Annual General Meeting and in the relevant section on Corporate Governance in the Annual Report elsewhere.

CORPORATE GOVERNANCE:

The Company believes that the essence of the Corporate Governance lies in the phrase "Your Company". It is "Your" company because it belongs to you- ''the Shareholders ''. The Chairpersons and Directors are "Your" fiduciaries and trustees. Their Objective is to take the business forward in such a way that it maximizes "Your" long term value. Your Company is committed to benchmark itself global standards in all the areas including highest standard of Good Corporate Governance. Besides adhering to the prescribed Corporate Governance practices as per clause 49 of the Listing Agreement, it voluntarily governs itself as per highest standard of ethical and responsible conduct of business in line with the local and global standards.

A Certificate from Practicing Company Secretary regarding compliance of the conditions of the Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange, is attached in the Corporate Governance Report and form part of this report.

Certificate of the Managing Director, inter-alia confirming the correctness of the financial statement, compliance with Company''s Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchange, is attached in the Corporate Governance Report and forms part of this Annual Report.

CODE OF CONDUCT

The Board has laid down a Code of Conduct for all the Board Members and Senior Management of the Company and have affirmed compliance with the Code and a separate declaration to this effect is annexed to the Corporate Governance Report.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58A and section 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposits) rules, 1975.

CREDIT RATINGS:

Brick Works Ratings:

During the year under review Brickwork Ratings India Private Limited , A SEBI, RBI & NSIC registered credit rating agency in India, has assigned credit rating BWR BB (BWR Double B plus) for Long-term bank facilities and the Outlook of which is Stable regarding timely servicing of financial obligations and BWR A4 (BWR A Four Plus)for Short-term bank facilities.

MANAGEMENT''S 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.

EMPLOYEES'' STOCK OPTION SCHEME (ESOPS)

Pursuant to the Special Resolution passed by the Members at the Annual General Meeting held on 27th September, 2011 where the authorization granted to the Compensation Committee for the issue and allotment of Equity shares of the company under Employee Stock Option Scheme (ESOPS) and subject to the in principle approval from the Stock Exchanges, your company has implemented an Employee Stock Option Scheme to reward the Employees of the Company for their performance and association with the Company and also to motivate them to contribute to the growth and profitability of the Company.

In the Financial Year 2013-14 company allotted 6,56,500 equity shares of face value of Rs. 1/- each to the eligible employees and Independent Directors which were allotted to them on 31st March, 2014, subject to the approval from the Compensation Committee.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Director''s Responsibility Statement pursuant to section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby confirms:

1. That in the preparation of Annual Accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That your 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 affairs of the company at the end of financial year and of the Profit of the Company for that period;

3. That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That your Directors have prepared the Annual Accounts on a going concern basis.

CAPITAL STRUCTURE:

Paid-up Share Capital - In the previous year 2012-2013 the Paid-up Share Capital of the Company stood at Rs. 10,10,39,370 comprising 1,01,03,937 Nos. of Equity Shares of Rs. 10 each and during the current financial year 2013-14 there is an increase in the Paid-up share Capital of Rs. 6,56,000 on account of issue of Shares under ESOS and now the Paid-up share capital stands at Rs. 10,16,95,870 comprising 10,16,95,870 Nos. of Equity Shares of Rs. 1 each.

SUB-DIVISION (STOCK SPLIT) OF EQUITY SHARES OF THE COMPANY

In order to improve the liquidity of the Company''s shares at the Stock Exchanges with higher floating stock in absolute numbers and to make it more affordable for the small retail investors having interest to able to invest in the company''s equity shares there was a sub-division (stock split) of Equity Shares of Rs. 10/- each stands sub-divided into 10 (Ten) Equity Shares of Rs. 1/- each by the approval of the shareholders by passing an ordinary resolution at the EGM conducted on 15th March, 2014.

LIST OF PENDING LEGAL CASES

1. Vikas Global One Ltd Vs ADM Agro Industries Kota and Akola Private Limited

Civil Suit - CS OS No.198/2014 in High Court of Delhi Suit filed on ADM Agro for the recovery of Rs. 99,61,516/-

2. ADM Agro Industries Kota and Akola Private Limited Vs Vikas Global One Ltd

Winding up Petition - CO PET No. 64/2014 ADM Agro filed suit for winding up of the company.

LISTING OF SECURITIES:

The company is listed at National Stock Exchange (NSE), Bombay Stock Exchange (BSE), and Delhi Stock Exchange (DSE) and actively traded. The Annual Listing Fee including service tax for the financial year 2014-15 has been paid to all of the Stock Exchanges.

STATUTORY AUDITORS AND THEIR REPORT:

M/s RSPH & Associates, Chartered Accountants (Registration No. 003013N), New Delhi being the Statutory Auditors of the Company will retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment, as the Statutory Auditor of the company for the Financial Year 2014-15. The company has received a letter from them to the effect that their re- appointment, if made, would be within the limit prescribed under section 139 of the Companies Act, 2013 and they are not disqualified for such re-appointment within the meaning of the Section 141 of the Companies Act, 2013.

The observation of the Auditors together with their notes to accounts forming part of the Balance Sheet and the Cash Flow Statement as at 31st March, 2014 and the Statement of Profit & Loss for the year ended on that date, referred to in the Auditors Report are self explanatory and do not call for any further explanation from the Directors.

INTERNAL CONTROL SYSTEMS:

The Management continuously reviews the internal control systems and procedures for the efficient conduct of the Company''s business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses. M/s KSMC & Associates (Registration No.003565N), the internal auditor of the Company conducts the Audit on regular basis and the Audit Committee actively reviews internal audit reports and effectiveness of internal control systems.

Internal Control Systems are implemented to safeguard the Company''s assets from loss or damage, to keep constant check on the cost structure, to prevent revenue leakage, to provide adequate financial and accounting controls and implement accounting standards.

The Company has a rigorous business planning system to set targets and parameters for operations which are reviewed with actual performance to ensure timely initiation of corrective action, if required.

COST AUDITORS

The Company has appointed M/s Niraj Kumar Vishwakarma & Associates (Firm Regn. No. 101683), Cost Accountants for conducting Cost Audit for the financial year 2014-15 under the provisions of section 139 of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under section 141 read with section 139 and 148 of the Companies Act, 2013. The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and arm''s length relationship with the Company.

HUMAN RESOURCES

Your Directors would like to place on record their appreciation of all the employees for rendering quality services and to every constituent of the Company be its in members, producers, regulatory agencies, creditors or shareholders. The unstinting efforts of the employees have enabled your company to remain in the forefront of Polymers and Chemicals business.

PARTICULARS OF EMPLOYEES:

The statement of information as required under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules,1975 in respect of employees of Vikas GlobalOne Limited does not apply.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

As required in terms of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Director) Rules, 1988, the relevant data pertaining to conservation of energy, its consumption, technology absorption, research & development and foreign exchange earnings and outgo are given in the prescribed format as annexed hereto and forms an integral part of this report.

MAJOR HIGHLIGTS OF THE YEAR

INCREASE IN EXPORTS

* The exposure to the global markets is extending continuously;

* Marked by the Y2Y growth of

75 % in exports comparing FY 2010-11 & 2011-2012.

583 % in exports comparing FY 2011-12 & 2012-2013.

53 % in exports comparing FY 2012-13 & 2013-2014.

* VGL is recognized as "Export House" by the Directorate General of Foreign Trade , Government of India.

* VGL is poised to achieve the status of "Star Export House" during the current Financial Year.

* Member of "Federation of Indian Exports Organizations" (FIEO), "Confederation of Indian Industry" (CII) and "The Plastics Export promotion Council" (PEPC).

GEOGRAHICALLY EXPANSION :

The company is contemplating to start new office at Dubai & Singapore:

* Dubai

VGL has started an office at UAE, located in Dubai, to cater to the needs of mid-sized consumers in the global market. VGL plans to start a warehouse facility soon in the Free Trade Zone, to facilitate smaller shipments & prompt deliveries increasing its reach & profit margin by being able to cater to the consumers directly.

It shall also help developing newer markets conveniently being located in the global distribution hub that''s UAE.

* Singapore

Following the line of action taken at UAE, VGL plans to have an office & warehouse at Singapore very soon, facilitating reach to newer markets in the South East Region.

ADDITION OF NEW PRODUCTS AND STRENGTHENING EXISTING INFRASTRUCTURE

Apart from the focus on the Global Market Place, to supplement the aggressive growth plans, the company is adding new products, manufacturing facilities & strengthening the existing infrastructure to support the growth planned in the existing products & business.

AGREEMENT WITH QUIMIDROGA:

Vikas GlobalOne Limited is pleased to announce that it has entered into a Memorandum of Understanding with Quimidroga S.A. for distribution of Company''s specialty polymer compounds and additives in Western Europe Set up in Spain in 1944, Quimidroga S.A. has been ranked 7th among top 100 Chemical Distributers as per the survey of ICIS Chemical Business 163.

Quimidroga S.A. distributes a wide range of chemical products from industrial ones or commodities to specialities with ahigh level of sophistication. By joining hands with Quimidroga, the company shall gain access to Quimidroga''s wide network of customers, access to industry specifications, modern logistics centers at right, locations and long term commitment in business which shall contribute in fast devlopment of market in Western Europe for company''s products. This Memorandum of Understanding between the company and Quimidroga will help company to ern more foreign exchange in terms of Export Sales Revenue with higher margins. Its is expected to generte additional revenue and incrimental net profit.

Quimidroga distinctive characteristics which include long term partnership with leading suppliers, Industry Specification, Regional Presence, Enhanced Product Mix (Speciality & Commodity), Modern Logistic center at right locations, Long Term Commitment in business would contribute in fast development of the company product in the West European market with Brand Building and customer loyalty. This Memorandum of understanding between the company and Quimidroga will help company to earn more foreign exchange in terms of Export Sales Revenue with high margin. This would help company to widen its operational areas and increase its share of market in the Western Europe.

ACKNOWLEDGEMENT

The Directors wish to express their grateful appreciation for assistance and cooperation received from Banks, Government Authorities, Stock Exchanges, Customers, Vendors and Members during the period under review. Your Directors also wish to place on record their appreciation for the committed services of the staff and workers of the Company.

For and On Behalf of the Board of Directors For Vikas GlobalOne Limited

Sd/- Vikas Garg Place: New Delhi Managing Director Date: 6th August 2014

Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the 28th (Twenty Eighth) Annual Report of your Company and Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGTS:

(Rupees in Lacs) Particulars Vikas GlobalOne Limited Vikas GlobalOne Limited (Standalone) (Consolidated) 2012-2013 2011-2012 2012-2013 2011-2012

Gross Income 15,808.07 11,485.95 25,418.38 17,059.17

Gross Expenditure 15,514.92 10,852.69 25,005.27 16,022.97

Share of Profit from Partnership firm/Minority Interest 58.67 246.52 (19.55) (121.67)

Prior Period adjustments (net) (0.26) (0.04) (0.58) (0.19)

Net Profit before Tax 351.56 879.74 392.98 914.34

Provision for Taxation (5.65) (4.61) (21.57) (17.50)

Provision for Deferred Tax (5.38) (8.65) (6.19) (3.08)

Provision for Taxation (earlier years) 1.75 5.63 1.65 5.62

Net Profit after Tax 342.28 872.11 366.85 899.38

Balance brought forward from previous year 1,688.64 875.24 1742.93 902.26

Profits available for appropriation 2,030.92 1,747.35 2,109.78 1,801.64

Proposed Dividend (50.51) (50.51) (50.51) (50.51)

Provision for Dividend Distribution Tax (8.20) (8.20) (8.20) (8.20)

Profits carried to Balance Sheet 1,972.21 1,688.64 2,051.07 1,742.93

REVIEW OF OPERATIONS:

Company had commenced its business with the trading of Chemicals and Polymer Compounds. Few years'' later company realized to shift its efforts and focus towards manufacturing of Speciality Chemicals and Polymer Compounds. During 2007, it set-up a manufacturing facility at Distt. Alwar, Shahjahanpur in the state of Rajasthan and another manufacturing unit at Distt. Samba in the state of Jammu & Kashmir during 2008. Both the manufacturing facilities are producing at capacity utilization of over 90% for major products of the company i.e. TPR Compound, PVC Compound, ESBO and MTM. Company had achieved a growth rate of 74% in the FY 2011-12 and 99% in FY 2012-13 in its turnover from Manufacturing Units. Thus, Contribution in total turnover of the company had seen a phenomenal growth from its manufacturing activity and growth of trading business is also positive but at a steady rate (Manufacturing Turnover was Rs. 4,459 Lacs in 2011-12 and Rs 8,879 Lacs in 2012-13).

Turnover of the company for the Financial Year ended on 31st March 2013 was 15,679 Lacs as compared to Rs. 11,046.29 Lacs for the Financial Year ended on 31st March 2012 whereas the PAT was Rs. 872 Lacs for the FY 2011-12 and Rs. 342 Lacs for the FY 2012-13. The decrease in the profitability was due to following reasons:- First, M/s. Sigma Plastic Industries, a subsidiary firm of the company was availing exemption benefits from Excise and Income Tax which were withdrawan by the Government in the state of Jammu and Kashmir during the current financial year. This has affected both the revenue and profitability of the company.

Second, during the previous financial year, the company had earned a non-recurring income on account of the Agricultural Income amounting to Rs. 339.19 Lacs.

Third, PAT was directly impacted with the increase in Finance Cost by approx. Rs. 60 Lacs, which was on account of increase in the loans sanctioned limits. These loans were majorly required for the expansion of production capacities. Future outlook, Interest rates shall be reduced in upcoming financial years on account of improved rating of the company and thereafter profitability shall be increased.

Further we would like to bring in your kind notice that FY 12-13 was very turbulant for overall economy. Even then also company has maintained its trend of growth both in terms of Revenue and Profit. Thus keeping in view the stabilizing economy and some prudent measures taken by the management, the company is expecting good results in the upcoming Financial Year 2013-14.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 283.57 Lacs to the general reserve out of the amount available for appropriation and an amount of Rs. 1,972.21 Lacs is proposed to be retained for future purpose.

DIVIDEND:

Based on the Company''s performance and future requirements of funds to cater the ongoing expansion program of the company, your Directors are pleased to recommend, for approval of the members, a final dividend of Rs. 0.50. per share for the year ended 31st March 2013 and will absorb Rs 58.71 Lacs inclusive of Dividend Distribution Tax amounting to Rs. 8.20 Lacs.

The final dividend, if approved, will be paid to the members within the period stipulated by the Companies Act, 1956, through either of ECS (preferably), NEFT, dividend warrants, bankers'' cheques.

CORPORATE GOVERNANCE:

VGL is committed to practicing sound corporate governance in conducting business in a legal, ethical and transparent manner Â a dedication that originates from very top and permeates through the organization. Besides adherence to the sound Corporate Governance practice as per clause 49 of the listing Agreement, it voluntarily governs itself as per highest standard of ethical and responsible conduct of business in line with the local and global standards. Strong governance practices at VGL have earned recognition for it and have strengthened its bond of trust not only with the stakeholders but with the society at large.

A Certificate from Auditors of the company regarding compliance of the conditions of the Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange, is attached in the Corporate Governance Report and form part of this report.

Certificate of the CEO/CFO, inter-alia confirming the correctness of the financial statement, compliance with Company''s Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchange, is attached in the Corporate Governance Report and forms part of this Annual Report.

CREDIT RATINGS:

Credit Analysis and Research (''CARE''):

During the year under review the CARE, second largest credit rating agency in India, has assigned credit rating CARE BB (Double B) for Long-term bank facilities which reflects moderate risk of default regarding timely servicing of financial obligations and CARE A4 (4 Four) for Short-term bank facilities.

MANAGEMENT''S 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.

EMPLOYEES'' STOCK OPTION SCHEME

The Compensation Committee constituted in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (''the SEBI Guidelines''), to administer and monitor the ''VIKAS GLOBALONE EMPLOYEES'' STOCK OPTION SCHEME- 2011'' of the Company.

The applicable disclosures as stipulated under the SEBI Guidelines as at 31st March 2013 (cumulative position) are as follows:- SL.No. Particulars Remarks

1. Option granted 3,69,500

2. Pricing formula Face Value

3. Option vested 3,17,500

4. Option exercised N.A.

5. Total no. of shares arising as a result of exercise of option N.A.

6. Option Lapsed N.A.

7. Variation of terms of option N.A.

8. Money realised by exercise of option N.A.

9. Total number of options in force N.A. 10. Employee wise details of options granted to

a. Senior managerial personnel 150,000

b. Any other employee who receives a grants in any one year of option amounting N.A. to 5% or more of option granted during the year

c. Identified employees who were granted option, during the year equal to and N.A. exceeding 1% of the issued capital of the company at the time of grant

d. Diluted Earnings per Share (EPS) pursuant to issue of shares on exercise of N.A. option calculated in accordance with AS-20

The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders. The Certificate would be placed at the Annual General Meeting for inspection by members.

The Company has obtained in-principal approval for issue and allotment of 5,00,000 Equity Shares of Rs. 10/- each under ''Vikas Globalone Limited Employee Stock Option Scheme-2011'' from National Stock Exchange on 7th May, 2013 and Bombay Stock Exchange on 2nd May, 2013.

DIRECTORS:

In terms of Article 86 of the Article of Association of the company Mr. Nand Kishore Garg, Mr. Jagdish Capoor and Mr. Narender Kumar Garg will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment in terms of the provisions of section 255 read with section 256 of the Companies Act 1956.

Mr. Manoj Singhal who was appointed as Additional Director by the Board in its meeting held on 14th February, 2013 and holds office upto the date of ensuing Annual General Meeting, in terms of Section 260 of the Companies Act, 1956 and is eligible for appointment as director of the Company. The Company has received a notice in writing under Section 257 of the Act proposing his candidature for the office of Director of the Company. Accordingly, the Board recommends the members to regularize him as Director of the Company whose office shall be liable to retire by rotation.

The brief resume of the Directors who are to be appointed/re-appointed, the nature of their expertise in specific functional area, name of the other companies in which they held directorship, Committee membership/chairmanship, their shareholding, etc are furnished as Annexure to the Explanatory Statement to the Notice of the ensuing Annual General Meeting.

Your Directors recommend their re-appointment/regularization at the ensuing Annual General Meeting.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Director''s Responsibility Statement pursuant to section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby confirms:

1. That in the preparation of Annual Accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That your 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 affairs of the company at the end of financial year and of the Profit of the Company for that period;

3. That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That your Directors have prepared the Annual Accounts on a going concern basis.

CAPITAL STRUCTURE:

Paid-up Share Capital Â In the previous year 2011-2012 the Paid-up Share Capital of the Company stood at Rs. 10,10,39,370 comprising 1,01,03,937 Nos. of Equity Shares of Rs. 10 each and there is no change in the current year 2012-2013 .

LISTING OF SECURITIES:

The company is listed at National Stock Exchange (NSE), Bombay Stock Exchange (BSE), and Delhi Stock Exchange (DSE) and actively traded. The Annual Listing Fee including service tax for the financial year 2013-14 has been paid to all of the Stock Exchanges.

STATUTORY AUDITORS AND THEIR REPORT:

M/s RSPH & Associates, Chartered Accountants (Registration No. 003013N), New Delhi being the Statutory Auditors of the Company will retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re- appointment, as the Statutory Auditor of the company for the Financial Year 2013-14. The company has received a letter from them to the effect that their re-appointment, if made, would be within the limit prescribed under section 224(1B) of the

Companies Act, 1956 and they are not disqualified for such re-appointment within the meaning of the Section 226 of the Companies Act, 1956.

The observation of the Auditors together with their notes to accounts forming part of the Balance Sheet and the Cash Flow Statement as at 31st March, 2013 and the Statement of Profit & Loss for the year ended on that date, referred to in the Auditors Report are self explanatory and do not call for any further explanation from the Directors.

INTERNAL CONTROL SYSTEMS:

The Management continuously reviews the internal control systems and procedures for the efficient conduct of the Company''s business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses. M/s KSMC & Associates (Registration No.003565N), the internal auditor of the Company conducts the Audit on regular basis and the Audit Committee actively reviews internal audit reports and effectiveness of internal control systems.

Internal Control Systems are implemented to safeguard the Company''s assets from loss or damage, to keep constant check on the cost structure, to prevent revenue leakage, to provide adequate financial and accounting controls and implement accounting standards.

COST AUDITORS

The Company has appointed M/s C.B. Gupta & Associates as cost auditors for conducting Cost Audit for the financial year 2013-14 who have confirmed that their appointment is within the limits of section 224 (1B) of the Companies Act, 1956 and have also certified that they are free from any disqualifications specified under section 233B(5) read with section 224 and sub section (3) and sub section (4) of section 226 of the Companies Act, 1956.The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and arm''s length relationship with the Company.

PARTICULARS OF EMPLOYEES:

The statement of information as required under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules,1975 in respect of employees of Vikas GlobalOne Limited does not apply.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

As required in terms of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Director) Rules, 1988, the relevant data pertaining to conservation of energy, its consumption, technology absorption, research & development and foreign exchange earnings and outgo are given in the prescribed format as annexed hereto and forms an integral part of this report.

PUBLIC DEPOSITS:

During the period under review, the Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956.

MAJOR HIGHLIGTS OF THE YEAR

GOVERNMENT RECOGNIZED STAR EXPORT HOUSE: The company has complied with all the formalities required for obtaining the certificate of ''Government Recognized Star Export House'' from Director General of Foreign Trade, Ministry of Commerce & Industry, Government of India. Subsequent to receipt of the certificate, the company would be eligible for various privileges which include authorization and customs clearances for imports and exports on self-declaration basis; fixation of input-output norms on priority within 60 days; exemption from compulsory negotiation of documents through banks for remittances/ receipts; exemption from furnishing of bank guarantees under schemes of Foreign Trade Practices. In addition, Duty Credit Scrip @1% of FOB value of export and Status Holder Incentive Scrip on export will be available over and above any Duty Credit Scrip claimed/ availed by the company. As ''Government Recognized Star Export House'', the company is likely to witness increase in its exports based on assurance on the quality of its products and competitive prices. The company is confident that it shall be able to effectively leverage this and establish a reputed brand name for itself on the global market arena. Planning to Setup a Plant at Dahej, Gujarat to facilitate better economics and logistic support to Export Market.

AGREEMENT WITH QUIMIDROGA: The Company has entered into the Memorandum of Understanding with Quimidroga- Spain which was founded in 1944 and ranked seventh among top 100 Chemical Distributors. This association has helped the company in flourishing its business in Europe and America and earned foreign exchange in terms of Export Sales Revenue with high margin. The Company has secured the advantage of Brand Building and also obtained Pre- REACH registration as required for the export of its products in Europe.

INCREASE IN THE INSTALLED CAPACITY OF POLYMER COMPUNDS: The Company has been working for its expansion of manufacturing activity which includes increased installed capacity to almost double as compared to 2011-12. In the year under review the Company has installed two addition lines for Polymers Compound and operations of the same are expected to be commenced soon which would amount to 80%-90% utilization capacity.

EXPORTS OF RICE: The Company in order to broad base its product mix has explored a new business of distribution and exports of Basmati Rice for which the company has obtained Certificate from Agricultural & Processed Food Products Exports Development Authority issued by Ministry of Commerce & Industry, Government of India, mandatory for export of Rice.

INCREASE IN THE EXPORTS SALE: The company has registered an increase in the Exports by 650% in the current Financial Year 2012-13 in comparison to FY 2011-12. At present company is exporting to more than ten countries which include Spain, Turkey, Iran, Singapore, China etc.

FAIRS & EXHIBITIONS:

49th ISTANBUL INTERNATIONAL FOOTWARE INDUSTRY SUPPLIERS FAIR: Istanbul International Footwear Industry Suppliers Fair brought local and global sub-industry purchasing companies and professional visitors together. 3000 foreign visitors visited AYSAF and total number of professional visitors was 22500. For the first time the Company showcased its products. We grabbed the opportunity to promote our new season products to internal and external markets. We have greatly benefitted from this meet. Through this the Company scope of exports has widened and got recognition. Moreover, during the course of exhibition many inquires came up which we could use to our advantage. Overall, the exhibition brought lots of hope and encouragement.

AFMEC - MEET AT AGRA 2012 - LEATHER, FOOTWEAR COMPONENTS & TECHNOLOGY FAIR: The Company had also participated in the Agra fair held in November 2012 resulted in enhancement of business prospects. The Company exhibited its TPR compounds (Thermoplastic Rubber), which is used for shoe Industry and grabbed the attention of national and international buyers and created a significant impact in the market. In totality the Company received a good response for the exhibited product.

INDIA INTERNATIONAL LEATHER FAIR (IILF), CHENNAI: IILF is known for its vivid presentation of leather industry and we as a component manufacturer took part in the same and exhibited our product TPR compounds (Thermoplastic Rubber) which is used to make shoe soles. The Company received quite a fair response in regards to our product and caught the eyeballs of many domestic as well as international buyers. Queries generated were satisfactorily responded. Our Participation benefitted us and helped us to increase our customer base.

CHINA PLAST 2013: Plastics and rubber are widely used in industries of automotive, electronics & electrical appliances, building & construction, packaging, medical, lighting, etc. It is an important platform for market exchange for the global plastics and rubber industries as well as the user industries. Our Company has participated and exhibited its products, resolved the queries raised by the visitors and have greatly benefitted from this exhibition. In addition, these kind of exhibitions or trade shows are the perfect platform to for a new product or service as all parties Â members of the industry, interested buyers and media visit these shows. This enabled us to attract the attention of multiple audiences towards our products. It also enabled to collect data of our buyers in order to develop a quality database, build relationships, inform & educate about our new products

Company is planning to attend upcoming K 2013 at Germany which is the largest International Trade Fair in the World held every three years. This would add further value to the products of the company in International market and help in boosting Exports. Company has also attended the conferences organized by CII and FIEO and active in attending various buyers and sellers meet and fairs organized in Spain, Iran, Singapore, China etc.

ACKNOWLEDGEMENT

The Directors wish to express their grateful appreciation for assistance and cooperation received from Banks, Government Authorities, Stock Exchanges, Customers, Vendors and Members during the period under review. Your Directors also wish to place on record their appreciation for the committed services of the staff and workers of the Company.

For and On Behalf of the Board of Directors

For Vikas GlobalOne Limited

Sd/-

Nand Kishore Garg

Place: New Delhi Chairman

Date: 14th August 2013

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