Directors Report of Vikas Proppant & Granite Ltd.

Mar 31, 2018

To the Members,

The directors are delighted to present 24^th Annual Report of your company along with the audited statement of accounts for the year ended 31^st March 2018.

FINANCIAL RESULTS

The Company’s financial performance for the year under review along with previous year figures are given hereunder:

Particulars	For the Year ended 2018 (Amount in Lac)	For the Year ended 2017 (Amount in Lac)
Net Sales/ Revenue from Operation	-	311.51/-
Other Income	4.15/-	-
Total Revenue	4.15/-	311.51/-
Profit/Loss Before Tax	(552.19)	(1272.20)
Less:
(a) Current Income Tax	-	-
(b) MAT tax Credit	-	-
(c) Deferred Tax	(446.75)	112.32
Net Profit/ Loss After Tax	(105.44)	(1384.52)

STATE OF AFFAIRS AND REVIEW OF PERFORMANCE OF THE COMPANY

ThehighlightsoftheCompany’sperformanceareas under:

1. Total Revenue for the year decreased from previous year of 311.51 Lactocurrentyearof4.15 Lac.

2. Net Loss for the year decreased from previous year of 1384.52 Lac to current year of 552.19 Lac.

FIRST-TIME ADOPTION OF IND AS

Thefmancialstatementsfortheyearended31^stMarch2018, are thefirst the Company has prepared in accordance with Ind AS. For periods up to and including theyearended 31 st March2017,theCompany prepared itsfinancial statements in accordance with accounting standards notified under section 133 oftheCompanies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (“Indian GAAP” or “previous GAAP”).

Accordingly,theCompanyhaspreparedfinancialstatements which comply with Ind ASapplicablefor periods ending on SI^March^OIS^ogetherwiththecomparativeperioddata as at and for the year ended 31^st March, 2017.

TRANSFER TO RESERVES

Duringtheyearthereisnoamounttransferedtothereserves.

DIVIDEND

Your Company is in loss during the year under review and due to theaccumulated losses,ourdirectorsregretfortheir inability to declare dividend to the members.

CHANGE IN CAPITAL STRUCTURE OF THE COMPANY

The Company has passed the following resolutions in its Extra Ordinary General Meeting held on 24^th March 2018 for Change in Capital Structure of the Company:

a) For Sub Division of Face Value of Shares of Company from Rs. 10/- each to Rs. 1/- each. In this regard, Company has completed entire process of Sub Division. New ISIN number has been allotted to Company.This New ISIN number is activated by the Stock Exchange on its Portal from 22^nd June 2018.

b) For issuance of 4,10,00,000 equity shares of face value of Rs. 10/- each on a preferential basis to promoter and qualified investors (other than promoter). And For approval of Vikas Gran Employees Stock Option Plan 2018 (ESOP 2018).

The powerforissuanceof these shares granted by the members of the company on 24^th March 2018 at their EGM to the board, However, in this EGM Face Value of the Shares also reduced from Rs. 10/-each to Re. 1/- each share (One share divided into 10 share).Therefore, Board realised thatthere is technical problem for issuance of these shares andtheleasedeedwasalsonotexecuted between Company & the proposed allottees, So the resolution passedbythemembersareinfructuous.

DETAILS OF SUBSIDIARY. JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture or associate Company.

CHANGE IN NATURE OF BUSINESS

The guar gum industry is facing a significant down fall from last 3-4 years. As prices of guar gum had increased three years back, it had encouraged farmers to take guar seed crop. Export demand was good till 2013-14 but later on it has gradually declined and as result carry over stock of guar seed has created stock burden.

While industry is not hopeful for recovery soon, the management has diversified its business into niche global expending market of oil fracturing proppants by making use of cuttings (waste materials) of granite stones. The companyhasplannedtomanufactureproppantsandmining of granite and fractured debris in Rajasthan. In this regard, Companyhasobtainedapprovalfromitsmembersthrough a special resolution in its Extra Ordinary General Meeting held on 24^th March 2018.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

As your company has diversified its business into the mining of granite block, the revenue of the Company has increased significantly in the first quarter of financial year 2018-19. The removal of over burden has been started in Rajasthan since 15^th June 2018and the same was sold for building the roads.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place a Risk Management Policy which was reviewed by theAuditCommitteeandapproved by the Board of Directors of the Company. The Policy provides for a robust risk management framework to identify and assess risks such as operational, strategic, financial, security, property, regulatory, reputational and other risks and put in place an adequate risk management infrastructure capable of addressing these risks.

Given below are significant potential risks of the Company and measures in place to mitigate them:

The risks are involved in our industry can be classified as mining business is dependent upon government policies and relaxation extended by it.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

TheCompanyhasformedaCorporateSocial Responsibility Committee under section 135 of CompaniesAct, 2013.The CSR Committee comprises of Mrs. Bimla Devi Jindal (Chairman), Mr. Bajrang Dass Aggarwal and Mr. Ravi Sharma Members. Meetings of CSR Committee during the year under review were held as follow:

Sr. No.	Date of Meeting
1.	31/05/2017
2.	14/08/2017
3.	15/11/2017
4.	12/02/2018

The Company’s vision is to be a global benchmark in value creation and corporate citizenship. The objective of our Corporate Social Responsibility (CSR) initiatives is to improve the quality of life of communities through longterm value creation for all stakeholders.

Wecontinueto remain focused on improving thequality of lifeand engaging communitiesthrough health, education, sports and infrastructure development. The Company believes in following this provision not in law but in spirit too.

The report on CSR activities, in terms of Section 135 of the Companies Act, 2013, is annexed to this report as AnnexureVI.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

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

During the year under review, the Company has not made any loan, given any guarantee or provided security in connection with the loan to any other body corporate or person under Section 186 of the Companies Act, 2013.

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 isfurnished in Annexure IVand isattached to this Report.

DEPOSITS

TheCompany has notacceptedanydepositsunderchapter V of Company Act, 2013 during the year 2017-18.

COST RECORDS AND AUDIT

The Company is not required to maintain Cost record for any of its product under Section 148oftheCompaniesAct, 2013.The provisions relating to Companies (Cost Records and Audit) Rules, 2014 does not apply to the Company.

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

In terms of requirement of clause (m) of sub-section (3) of Section 134 of the Companies Act, 2013 read with the Companies Account(s) Rules, 2014, the particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure III to this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review, the Board has adopted a policy to regulate the transactionsoftheCompany with its related parties. As per policy, all related party transactions require prior approval ofthe Audit Committee and Board of Directors of the Company. Prior approval of the shareholders ofthe Company is also required for certain related party transactions as prescribed under Companies Act, 2013. The said policy is available on the Company’s website viz. www.vi ka sa ra na ries.i n.

The particulars of contracts or arrangements with related pa rties referred to i n Section 188(1) of the Com pa n ies Act, 2013 for the Financial Year 2017- 18 in the prescribed format, Form AOC 2 has been furnished in Annexure VII and is attached to this report.

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATION. POSITIVE ATTRIBUTES. INDEPENDENCE

TheCompany’s Policy relating toappointment, resignation or removal of Key Managerial Person, payment of managerial remuneration of Directors, Directors qualifications,positiveattributes,independenceofDirectors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure-ll and is attached to this report.

COMPOSITION OF BOARD AND NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company maintains the optimum combination of Executive and Independent Directors having rich experience i n related sectors.The Boa rd of Di rectors a I ways endeavor to create an environment of fairness, equity and transparency in transactions with the underlying objective of securing long term stakeholder value, while, at the same time, respecting the right of all Stakeholders.

As at 31^st March 2018, there were six directors in the composition of Board of Director of the Company. The Board of Directors comprises three executive directors including an executive chairman and three non-executive independent directors.

There is no nominee director, appointed by any Financial Institution/Bankon the Board of Directorsof theCompany. Independent Director did not haveany material pecuniary relationship or transactions with the Company during the year 2017-18, which may affect their judgments in any manner.

During theYear under reviewthirteen meeting of Board of Directors were held as on following Dates:

Sr. No.	Date of Board Meeting	Sr. No.	Date of Board Meeting
1.	11/04/2017	9.	04/09/2017
2.	14/04/2017	10.	15/11/2017
3.	28/04/2017	11.	12/02/2017
4.	05/05/2017	12.	21/02/2017
5.	31/05/2017	13.	31/03/2017
6.	11/07/2017
7.	14/08/2017
8.	17/08/2017

PERFORMANCE EVALUATION REPORT

In terms of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,there is requirement of formal evaluation bytheBoardofitsOwnPerformanceandthatof its committee and individual directors.

The evaluation of individual directors and the Board as a whole was conducted based on criteria and framework adopted by the Board. The Evaluation criteria has been explained in the Nomination and Remuneration Policy adopted by theBoardandforms partofthisAnnual Report.

MANNER & CRITERIA OF FORMAL ANNUAL EVALUATION OF BOARD’S PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with requirements of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the formal annual performance evaluation of the Board, its Committees and Individual Directors has been conducted as under:

A. Manner of evaluation as recommended to the Board by the Nomination, Remuneration and Compensation Committee (NRCC)

1. The Chairman of the Board consulted each Director separately about the performance of Board, Committees and other Directors and sought inputs in relation to the above. The Chairman then collated all the inputs and shared the same with the Board.

2. In respect of the evaluation of Chairman of the Board, the Chairman of the NRCC collated the inputs from Directors about Chairman’s performance as a Director of the Board and/or Chairman or the Member of the Board Committees and shared the same with the Board.

TheBoardasawholediscussedtheinputson performance ofBoard/Committees/lndividualDirectorsand performed the evaluation, excluding the Director being evaluated.

B. Criteria of evaluation as approved by the NRCC. The aforesaid evaluation was conducted as per the criteria laid down by the NRCC as follows:

CHANGE IN DIRECTORS

Mrs. Bimla Devi Jindal who was liable to be retires by rotation and presented her self for reappointment, was reappointedasdirectorintheAnnualGeneralMeetingheld on 30^th September 2017.

INDEPENDENT DIRECTORS

The Board of Company consists of three independent Directors namely

- Sh. Neeraj Chhabra

- Sh. Ravi Sharma

- Smt. Deepika Aggarwal

The Company has received declaration from all the Independent Directors of the Company under Section 149(7) of the Act, confirming that they meet the criteria of independenceasprescribed underSection 149(6)oftheAct and SEBI (Listing Obligations & Disclosure Requirements) Regulations,2015.Abovedeclarationgivenbylndependent Directors is enclosed as Annexure - I to this report.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

Independent Directors are provided with necessary documents, reportsand internal policies to enable them to familiarise with the Company’s procedures and practices. Periodic presentations are made at the Board and Board Committee Meetings, on the business and performance updates of the Company, business strategy and risks involved. Quarterly updateson relevant statutory changes and landmark judicial pronouncements encompassing important lawsareregularlycirculated totheDirectors. Site visits to various locations wheretheCompany’soperations /activitiesarecarriedoutareorganizedforthelndependent Directors to enable them to understand the operations of the Company.

The details of familiarization programmefor Independent Directors are available on Company’s website www. vikasgranaries.in at the following web link: http://vi kasg ra na ries.i n/?page_id=416

AUDITORS STATUTORY AUDITORS:

M/s Yogesh Mahipal & Associates, who was appointed as Statutory Auditors of the company for a period of 5 year in Annual General meeting held on 30^th September 2017.

The Auditors’ Report is unqualified. The notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further clarifications under Section 134 of the Companies Act, 2013

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, The Company had appointed M/s. Ravinder Gupta & Associates, Com pa ny Secreta ries, to conduct its Secreta ria I Audit for the Financial Year ended 31^st March 2018. The Secretarial Auditors have submitted their report for complianceoftheprovisionsofapplicableCorporateLaws and other applicable Lows on the Company. The Report on Secretarial Audit is self-explanatory on compliances. The report of the Secretarial Auditors is enclosed as Annexure-VIII to this report.

INTERNAL FINANCIAL CONTROL

M/s Sanjay Goyal & Associates has been appointed as an internal auditor of the company to reviewand strengthen the Internal Financial Control System of theCompany. The Board of Director timely review the internal control system and plan company’s further strategies accordingly. Their scopeofworkincludesreviewofprocessesforsafeguarding theassetsoftheCompany,reviewofoperational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findingsarediscussedwiththeprocessownersandsuitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

INTERNAL CONTROLS

The Company has robust internal control systems and procedurescommensuratewithitsnatureofbusinesswhich meets the following objectives:

- Providing assurance regarding the effectiveness and efficiency of operations;

- Efficient use and safeguarding of resources;

- Compliance with policies, proceduresandapplicable laws and regulations; and

- Transactions being accurately recorded and promptly reported.

TheCompanycontinuestohaveperiodicalauditsconducted of all its functions and activities to ensure that systems and procedures are followed across all areas.

The Audit Committee of Directors of the Company regularly reviews the adequacy of internal control systems through such audits.

The Internal Auditor reports directly to the Audit Committee. The Company also has a budgetary control system to monitor expenditure against approved budgets on an ongoing basis.

AUDIT COMMITTEE AND VIGIL MECHANISM AUDIT COMMITTEE

TheCompanyhasanadequatelyqualifiedAuditCommittee constituted in accordance with the provisions of Section 177 ofthe Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As on 31^st March 2018, there were three directors in the composition of Audit Committee of the Company. The AuditCommitteecomprisestwonon-executiveindependent directorsincludinganon-executiveindependentchairman andoneexecutivedirector.Themembersofauditcommittee are as follow:

Mr. Ravi Sharma	Mr. Neeraj	Mrs. Bimla
(Non-Executive	Chhabra	Devi Jindal
Independent	(Non-Executive	(Executive
Director,	Independent	Director,
Chairman)	Director, Member)	Member)

All members ofthe Committee are financially literate and haveaccountingorrelatedfinancialmanagementexpertise.

VIGIL MECHANISM

Our Vigil Mechanism provides a formal mechanism for all directors, employees and vendors to approach the Ethics Counsellor/ Chairman ofthe Audit Committee

The Vigil mechanism under section 177 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been laid down by the company. The same is provided on the website ofthe company www.vikasgranaries.in.

The mechanism deals with the reporting of any unfair and malaisepracticeinthecompany.Thepolicyisalsoproviding safeguard to the persons who are taking initiativesagainst the practice of unfair mean of business.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimizationofemployeesand Directors whoexpress their concerns.The Company has also provided direct access to the chairman ofthe Audit Committee on reporting issues concerning theinterestsofcoemployeesandtheCompany.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required by the Listing Regulations is incorporated herein by reference andformsan integral partofthis report.Areportisannexed to this report as Annexure X.

CORPORATE GOVERNANCE:

Corporate Governance reporting is a real opportunity to buildconfidenceofstakeholder’s.ltistheapplicationofbest management practices, compliance of law and adherence to ethical standard to achieve the Company’s objective of enhancing shareholders’value and discharge of social responsibility. The Corporate Governance structure in the Company assigns responsibilities and entrusts authority among different participants in the Organization viz., the Board of Directors, the Senior Management, Employees etc.TheCompanyadoptsandadherestothebestrecognized CorporateGovernancepracticesandcontinuouslystrivesto better them.

Company’s Philosophy on Code of Governance

Vikas Group defines Corporate Governance as a process directing the affairs of the Company with integrity, transparencyandfairness,soastooptimizeits performance and maximize the long-term shareholder valuein legal and ethical manner,ensuring justice,courtesy, anddignity in all transactions ofthe Company. The Company is committed to good Corporate Governance in all its activities and processes.

The Company consider stakeholders as partners in the successand remain committed to maximizing stakeholder value. Good Corporate Governance leads to long term stakeholder value.

TheCompanyiscommittedtotheadoptionofandadherence tothebestCorporateGovernancepracticesatalltimesand continuously benchmarks itself with the best standards of Corporate Governance, not only in form but also in spirit. Good Governance practices stemfromthedynamicculture and positive mindset ofthe organization.

We ensure that we evolve and follow the corporate governance guidelines and best practices sincerely to not just boost long-term shareholder value, but to also respect minority rights. We consider it our inherent responsibility to disclose timely and accurate information regarding our financials and performance, as well as the leadership and governance ofthe Company.

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (Listing Regulations), the Corporate Governance Reportand the Auditors’Certificate regarding compliance of conditions of Corporate Governance are annexed to this report Annexure IX.

PARTICULARS OF EMPLOYEES

The details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of Employees of the Company, are given in Annexure -V of this Board’s Report.

INDUSTRIAL RELATIONS AND HUMAN RESOURCE DEVELOPMENT

The Company continued to maintain harmonious and cordial relations with its workers in all its Divisions, which enabled it to achieve this performance level on all fronts.

The Company has a team of able and experienced professionals. The Company believes that the quality of its employees is the key to its success in the long run. The Company continues to have cordial relations with its employees.TheCompany provides personal development opportunities and all-round exposure to them.

EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY SECRETARIAL AUDITOR IN THEIR REPORTS

There was no qualifications, reservations or adverse remarks made by the secretarial auditor in their report.

DIRECTORS RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts, the applicableaccountingstandardshadbeenfollowed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgmentsandestimatesthatarereasonableand 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 maintenanceofadequateaccounting 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) Thedirectorshaddevisedpropersystemstoensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully theshareholdersfortheir support and confidence reposed on your Company.

For and on behalf of the Board of Directors

Bimla Devi Jindal

Managing Director

DIN:00034997

Address: 123,Vinoba Basti,

Sri Ganganagar - 335001

Date: 04/09/2018

Place: Sri Ganganagar

---

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting their 21st Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

FINANCIAL RESULTS:

(Rs. In Lakhs) YEAR ENDED YEAR ENDED 31.03.2015 31.03.2014

Revenue from operations 29271.35 14039.60

Other Income 3.57 197.73

Total Expenditure 27800.03 12663.27

Finance cost 10.82 90.80

Profit after finance cost but before 1464.08 1483.26 depreciation

Depreciation and amortization 1400.74 1400.97 expenses

Profit before tax 63.34 82.29

Tax expenses 23.88 17.88

Profit for the year 39.45 64.41

DIVIDEND:

The profit of the Company is being used in further expansion of the Company, so the Board of Directors has not recommended any dividend for the year 2014-15.

TRANSFER TO RESERVES

No amount was transferred to reserves during the year 2014-15.

BOARD MEETINGS

The Board of Directors of the Company came under the same roof for ten times in the year 2014-15 respectively on 29.05.2014, 20.06.2014, 04.07.2014, 1.08.2014, 14.08.2014, 04.09.2014, 18.09.2014, 15.11.2014, 01.01.2015, 14.02.2015, 29.03.2015.

DIRECTOR RESPONSIBILITY STATEMENT

Your directors state that the audited accounts containing financial statement for 2014-15 are in full conformity with the requirements of the Companies Act and are audited by its statutory auditors. Your directors further state that: -

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

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

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

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

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

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

STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR U/S 149 (6)

The Board of Company consists of three independent Directors namely

Sh.NeerajChhabra

Sh.RaviSharam

SmtDeepikaAggarwal

The above three Directors of the company gave statement pursuant to section 149 (7) u/s 149 (6) of Company Act, 2013 at the Board Meeting held on 29.05.2014 for the year 2014-15. The same was considered and approved by the Board. Statements has been attached as Page 7 Annexure I in the report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR

DETERMINING QUALIFICATION, POSITIVE ATTRIBUTES, INDEPENDENCE

The Company is a Listed Company so, it comes under the requirement of formation of Nomination and Remuneration Committee under Company Act, 1956 and Company (Meeting of Board and its Power) Rules, 2014. The Company formed the committee on 01.01.2015. The Nomination and Remuneration policy of the Company is attached in Page no. 9 Annexure - II to the Report.

LONE AN INVESTMENT UNDER SECTION 186

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

MATERIAL EVENTS AFTER 31ST MARCH, 2015

No material event has occurred after 31st March, 2015.

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

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Page 11 Annexure III to this report.

EXTRACT OF ANNUAL RETURN

The extract of Annual return is attached as Page 12 Annexure IV in the Report.

DEPOSITS

The Company has not accepted any deposits under chapter V of Company Act, 2015 during the year 2014-15.

CHANGE IN THE NATURE OF BUSINESS

No change occurred during the previous year 2014-15 in the nature of the business of the company.

DETAILS OF APPOINTMENT AND RESIGNATION DURING THE YEAR 2014-15

M. Bajrang Dass Jindal who retires by rotation and presented herself for reappointment was reappointed as director in the Annual General Meeting held on 30.09.2014.

Mr. Ravi Sharma was appointed as a independent director of the company for 5 consecutive years in the Annual General Meeting held on 30.09.2.014.

Mr. Neeraj Chhabra was appointed as a independent director of the company for 5 consecutive years in the Annual General Meeting held on 30.09.2.014.

INTERNAL FINANCIAL Control mentioned following:-

M/S Sanjay Goyal & Associates has been appointed as an internal auditor of the company to review and strengthen the Internal Financial Control System of the Company. The Board of Directors timely review the internal control systems and plans company's further strategies accrodingly Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

PARTICULARS OF EMPLOYEES

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is provided as Annexure V on Page 18.

CORPORATE SOCIAL RESPONSIBILITY

The Company under section 135 of company act, 2013 has formed a Corporate Social Responsibility Committee. The Company believes in following this provision not in law but in spirit too. The details of the policy are available in Page-19 Annexure VI to the Report.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & INDIVIDUAL DIRECTORS

A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was carried out for the year 2014-15. Led by the Nomination & Remuneration Committee, the evaluation was done using individual questionnaires covering amongst others vision, strategy & role clarity of the Board, Board dynamics & processes, contribution towards development of the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc.

As part of the evaluation process, the performance of non- independent Directors, the Chairman and the Board was done by the independent Directors. The performance evaluation of the respective Committees and that of independent and non- independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed satisfaction with the evaluation process.

INDEPENDENT DIRECTOR FAMILARISATION PROGRAMME

The Company has arranged a familiarization program for Independent Directors of the Company and details has been provided on company website www.vikasgranaries.inon the following link:-

http://vikasgranaries.in/?page_id=416

VIGIL MECHANISM

The Vigil mechanism under section 177 of Company Act, 2013 and clause 49 of listed agreement has been laid down by the company. The same is provided on the website of the company www. vikasgranaries.in .

The mechanism deals with the reporting of any unfair and malaise practice in the company. The policy is also providing safe guard to the persons who are taking initiatives against the practice of unfair mean of business.

RELATED PARTY TRANSACTIONS

During the year under review, the Board has adopted a policy to regulate the transactions of the Company with its related parties. As per policy, all related party transactions require prior approval of the Audit Committee and Board of Directors of the Company. Prior approval of the shareholders of the Company is also required for certain related party transactions as prescribed under Companies Act, 2013 and listing agreement. The said policy is available on the Company's website viz. www.vikasgranaries.in .

The details of all related party transaction are provided in the annexure VII attached to the report.

MATERIAL CHANGES & COMMITMENTS

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year 2014-15 and till the date of this report.

MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS

No significant and material orders have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Company's operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS

The management discussion and analysis report on the operations of the Company as required under the listing agreement with stock exchanges has been given separately of this report on page 27 and forms part of this report.

RISK MANAGEMENT

The Company has laid down a procedure named Risk Management Policy for identification of risk involved in the business activities. The risks are involved in our industry are Guar is a xerophytes plant and the rain pattern of the monsoons in the Indian arid zone - mainly Western desert of Rajasthan provides ideal growing conditions. The need for just the right amount of rain at the right time leaves the guar crop heavily dependent on the annual rainfall pattern and causes occasional wide swings in guar supply and prices. With the emergence of irrigated guar seeds, dependency of guar crop on monsoon has been minimized. Now its crop is irrigated with canal water at the right time that increased its per hectare yield greatly.

AUDIT COMMITTEE

The Company has an adequately qualified Audit Committee constituted in accordance with the provisions of Companies Act, 2013 and clause 49 of the listing agreement. As on 31 March, 2015, the Committee comprised

All members of the Committee are financially literate and have accounting or related financial management expertise.

SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, M/s. NKS & Company Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Page Annexure VIII to this report.

The Report contain qualification regarding non Compliance of section 203 of Company Act, 2013 i.e. appointment of Chief Financial Officer.

The Board of Directors is looking for the person appropriate and suitable for the abovesaid post. As soon as the company finds a person with required expertise, who can hold this position, the position of Chief Financial officer will be filled.

CORPORATE GOVERNANCE:

We believe Corporate Governance is at the heart of Shareholder Value Creation. As per clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from a Practicing Company Secretary confirming compliance thereto is set as Annexure on Page 22 in this report.

Your management has taken appropriate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the amended listing Agreement with the Stock Exchanges is complied with.

CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report on page 26.

RELATION BETWEEN DIRECTORS

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

Sr. No Name of Direction Related Director Relation

1 Bajrang Dass Jindal Bimla Devi Jindal Wife

2 Bajrang Dass Jindal Kamini Jindal Daughter

3 Bimla Devi Jindal Bajrang Dass Jindal Husband

4 Bimla Devi Jindal Kamini Jindal Daughter

5 Kamini Jindal Bimla Devi Jindal Mother

6 Kamini Jindal Bajrand Dass Jindal Father

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

ACKNOWLEDGMENTS

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

By Order of the Board,

Sd/-

Date : 14.8.2015 (Bimla Devi Jindal)

Place : Sri Ganganagar Managing Director

---

Mar 31, 2014

Dear Shareholders,

The Directors take immense pleasure in presenting the 20th Annual Report of the Company with audited accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS:

(Rs. In Lakhs) YEAR ENDED YEAR ENDED 31.03.2014 31.03.2013

Revenue from operations 14,039.60 21858.49

Other Income 197.73 45.41

Total Expenditure 12663.27 18811.92

Finance cost 90.80 235.83

Profit after finance cost but before 1483.26 2856.15

depreciation

Depreciation and amortization 1400.97 1350.83 expenses

Profit before tax 82.29 1505.32

Tax expenses 17.88 591.93

Profit for the year 64.41 913.39

HIGHLIGHTS OF PERFORMANCE

* Revenue from financial operations is 14039.60 in the year ended on 31st March 2014.

* Net profit is 64.41 in the year ended on 31st March 2014. DIVIDEND:

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

DEPOSITS:

The company has not accepted any deposits. Therefore, the provisions of section 58A of the Companies Act, 1956 are not applicable.

DIRECTORS'' RE-APPOINTMENT

Mr. B.D. Agarwal retires by rotation and being eligible offer herself for re-appointment at this Annual General Meeting. The Board Governance Committee has recommended her re-appointment for consideration of the shareholders. A brief profile of Mr. B.D. Agarwal is given in the notice of Annual General Meeting.

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

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

STATUTORY AUDITORS'' APPOINTMENT

The Company''s Auditors M/s. S. Prakash Aggarwal & Co., Sri Ganganagar, who retires at the ensuing Annual General Meeting of the company, are eligible for re-appointment. They have confirmed their eligibility for re-appointment as Auditors of the Company.

COST AUDITORS'' APPOINTMENT

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

FIXED DEPOSITS

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

PARTICULARS OF EMPLOYEES

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

CONSERVATION OF ENERGY

The information on Conservation of Energy required under Section 217(I)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is provided in page number 4 of the annual report under Annexure A to Director''s report.

FOREIGN EXCHANGE EARNING AND OUTGOINGS

There are no foreign exchange earnings and outgoings during the year.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Your directors state that the audited accounts containing financial statement for 2013-14 are in full conformity with the requirements of the Companies Act and are audited by its statutory auditors. Your directors further state that: -

a. In the preparation of the annual accounts, the applicable accounting standards have been followed.

b. The appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as at March 31, 2014.

c. The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities: and

d. The annual accounts have been prepared on a going concern basis.

INDUSTRIAL RELATIONS

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

CORPORATE GOVERNANCE:

We believe Corporate Governance is at the heart of Shareholder Value Creation. As per clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from a Practicing Company Secretary confirming compliance thereto is set out on page no. 9 in this report.

Your management has taken appropriate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the amended listing Agreement with the Stock Exchanges are complied with.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

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

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

OCCUPATIONAL HEALTH & SAFETY

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

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

ENHANCING SHAREHOLDERS VALUE

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

ACKNOWLEDGMENTS

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

By Order of the Board,

Sd/- Date : 04.09.2014 (Bimla Devi Jindal) Place : Sri Ganganagar Managing Director

---

Mar 31, 2013

Dear Shareholders,

The Directors take immense pleasure in presenting the 19th Annual Report of the Company with audited accounts for the fnancial year ended March 31, 2013.

FINANCIAL RESULTS:



(Rs. In Lakhs)

YEAR ENDED YEAR ENDED

31.03.2013 31.03.2012

1. Revenue from operations 21858.49 11487.60

2. Other Income 45.41 1.02

3. Total Expenditure 18811.92 9770.98

4. Finance cost 235.83 196.44

5. Proft afer fnance cost but 2856.15 1521.20 before depreciation

6. Depreciation and 1350.83 875.93 amortization expenses

7. Proft before tax 1505.32 645.27

8. Tax expenses 591.93 132.48

9. Proft for the year 913.39 512.79

HIGHLIGHTS OF PERFORMANCE

- Revenue from fnancial operations has increased in 2013 from Rs. 11487.60 lakhs to Rs. 21858.49 lakhs.

- Net proft has increased in 2013 from 512.79 lakhs to 913.39 lakhs.

DIVIDEND:

Te proft of the year is being used for expansion and modernization so your Board does not recommend any dividend for the year ended on 31st March, 2013.

DEPOSITS:

Te company has not accepted any deposits. Terefore, the provisions of section 58A of the Companies Act, 1956 are not applicable.

DIRECTORS'' RE-APPOINTMENT

Mr. Ravi Sharma, retires by rotation and being eligible ofer himself for re-appointment at this Annual General Meeting. Te Board Governance Committee has recommended his re-appointment for consideration of the shareholders. A brief profle of Mr. Ravi Sharma is given in the notice of Annual General Meeting.

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

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

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

STATUTORY AUDITORS'' APPOINTMENT

Te Company''s Auditors M/s. S. Prakash Aggarwal & Co., Sri Ganganagar, who retires at the ensuing Annual General Meeting of the company, are eligible for re-appointment. Tey have confrmed their eligibility under Section 224 of Te Companies Act, 1956, for re-appointment as Auditors of the Company.

COST AUDITORS'' APPOINTMENT

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

FIXED DEPOSITS

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

PARTICULARS OF EMPLOYEES

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

CONSERVATION OF ENERGY

Te information on Conservation of Energy required under Section 217(I)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is provided in page number 4 of the annual report under Annexure A to Director''s report.

FOREIGN EXCHANGE EARNING AND OUTGOINGS

Tere are no foreign exchange earnings and outgoings during the ye ar.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Your directors state that the audited accounts containing fnancial statement for 2012-13 are in full conformity with the requirements of the Companies Act and are audited by its statutory auditors. Your directors further state that: -

a. In the preparation of the annual accounts, the applicable accounting standards have been followed.

b. Te appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of afairs of the company as at March 31, 2013.

c Te proper and sufcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act.1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities: and

d Te annual accounts have been prepared on a going concern basis.

ACKNOWLEDGMENTS

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

By Order of the Board,

Sd/-

Date : 12.08.2013 (Bimla Devi Jindal)

Place : Sri Ganganagar Managing Director

---

Mar 31, 2012

The Directors are presenting the 18th Annual Report along with the audited statement of accounts for the year ended on 31st March 2012, of your company.

FINANCIAL RESULTS:

(Rs. In Millions)

YEAR ENDED YEAR ENDED 31.03.2012 31.03.2011

1. Revenue from operations 1148.76 1328.01

2. Other Income 0.10 0.00

3. Total Expenditure 977.09 924.90

4. Interest 19.64 19.72

5. Gross Profit/(loss) after 152.13 383.39 Interest But before depreciation

6. Depreciation 87.59 71.84

7. Net profit/(loss) before tax 64.54 311.55

8. Tax expenses 13.25 106.46

9. Net profit/(loss) after tax 51.29 205.09

OPERATION

During the current year under review your company has achieved a total turnover of Rs. 1148.76 million as compare to that of Rs. 1328.01 million in the previous year. During the year under review the company has a net profit Rs.51.29 million as compare to net profit of Rs. 205.09 million in Previous Year.

DIVIDEND:

The profit of the year used for expansion and modernization so, your Board does not recommend any dividend for the year ended on 31st March, 2012.

DEPOSITS:

The company has not accepted any deposits. Therefore, the provisions of section 58A of the Companies Act, 1956 are not applicable.

DIRECTORS:

Mr. B.D. Aggarwal and Mr. Ravi Sharma, who retire by rotation in accordance with the provisions of the companies Act, 1956, and being eligible, offer themselves for re-appointment.

AUDITORS:

Your Auditors' report being self explanatory, and therefore does not call for any further comments or explanations by the Board of directors.

M/s. S.Prakash Aggarwal & Co., Sriganganagar, Statutory Auditors of the Company, retires at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. A certificate from the auditors to the effect that their re-appointment, if made, will be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956, has been received.

FIXED DEPOSITS

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

RELATES PARTY TRANSACTIONS

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

PARTICULARS OF TRANSACTIONS

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

CONSERVATION OF ENERGY

The information on Conservation of Energy required under Section 217(I)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is provided in page 3 of the annual report.

FOREIGN EXCHANGE EARNING AND OUTGOINGS

DIRECTOR'S RESPONSIBILITY STATEMENT:

Your directors state that the audited accounts containing financial statement for 2011-12 are in full conformity with the requirements of the Companies Act and are audited by its statutory auditors. Your directors further state that: -

a. In the preparation of the annual accounts, the applicable accounting standards have been followed:

b. The appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as at March 31, 2012.

c The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act.1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities: and

d The annual accounts have been prepared on a going concern basis.

INDUSTRIAL RELATIONS

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

CORPORATE GOVERNANCE:

As per clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company's Auditors confirming compliance thereto is set out in the Annexure forming part of this report.

Your management has taken appropriate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the amended listing Agreement with the Stock Exchanges are complied with.

APPRECIATION

Your Board appreciates the commitment and contribution made by all its employees and support given by its shareholders, distributors, suppliers, bankers and all other business associates during the year.

Your involvement as shareholders is greatly valued. Your Directors look forward to your continuing support.

By Order of the Board,

sd/-

Date : 30.08.2012 (Bimla Devi Jindal)

Place : Sri Ganganagar Managing Director

---

Mar 31, 2010

The Directors are presenting the 16th Annual Report along with the audited statement of accounts for the year ended on 31st March 2010, of your company.

FINANCIAL RESULTS.

(Rs. In Millions)

Items Year Ended Year Ended 31.03.2010 31.03.2009

1. Net Sales 1159.24 356.63

2. Other Income 0.12 0.12

3. Total Expenditure 746.52 251.33

4. Interest 11.70 2.45

5. Gross Profit/(low) after 401.14 102.87 Interest But More depreciation

6. Depreciation 71.52 3.99

7. Net profit/(loss) before tax 329.62 98.88

8. Tax expenses 112.02 31.90

9. Net profit/(loss) after tax 217.60 66.98

OPERATION

During the current year Under review your company has achieved a total turnover of Rs.1159.24 million as Compare to that of Rs. 356.63 million in the previous year. During the year under review the company have a net profit Rs. 217.60 million as compare timet profit of Rs. 66.98 million in Previous Year. Therefore, our profit for the current year grew by 224.87% over the previous year.

DIVIDEND

The profit of the year used for expansion and modernization so, your Board does not recommend any dividend for the year ended on 31st March, 2010.

DIRECTORS

Mr. Ravi Sharma and Mr. Rakcsh lindal, who retire by rotation in accordance with the provisions of the companies Act, 1956, and being eligible, offer themselves for re-appointment. AUDITORS

Your Auditors report being self explanatory, and therefore does not call for any further comments or explanations by the Board of directors.

M/s. S.Prakash Aggarwal & Co., Sriganganagar, Statutory Auditors of the Company, retires at the forthcoming Annual General Meeting and being eligible, offer themselves for re- appointment. A certificate from the auditors to the effect that their re-appointment, if made, will be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956, has been received.

FIXED DEPOSITS

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

RELATED PARTY TRANSACTIONS

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

PARTICULARS OF EMPLOYEES

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

CONSERVATION OF ENERGY

The information on Conservation of Energy required Under Section 217(I)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is provided in page 3 of the annual report.

FOREIGN EXCHANGE EARNING AND OUTGOINGS

There is no foreign exchange earnings and outgoings during the year.

DIRECTORS RESPONSIBILITY STATEMENT

Your directors state that the audited accounts containing financial statement for 2009-10 are in full conformity with the requirements of the Companies Act and are audited by its statutory auditors. Your directors further state that: -

a. In the preparation of the annual accounts, the applicable accounting standards have been followed:

b. The appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as at March 31, 2010.

c The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act.1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities: and

d the annual accounts have been prepared on a going concern basis.

e. Due to obsolete technology, companv has replaced all the major plant and machineries with new ones thereby enhancing the production capacity to 20000 TPA.

INDUSTRIAL RELATIONS

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

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Companys Auditors confirming compliance thereto is set out in the Annexure forming part ofthis report.

Your management has taken appropriate steps to ensure that all mandatory provisions of Corporate Governance as prescribed .under the amended listing Agreement with the Stock Exchanges are complied with.

APPRECIATION

Your Board appreciates the commitment and contribution made by all its employees and support given by its shareholders, distributors, suppliers, bankers and all other business associates during the year.

Your involvement as shareholders is greatly valued. Your Directors look forward to your continuing support.

By Order of the Board Sd/- Date : 30.08.2010 Bimla Devi Jindal

Place : Sri Ganganagar Managing Director