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Vikas Proppant & Granite Ltd.

BSE: 531518 | NSE: VIKASPROP |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE767B01022 | SECTOR: Food Processing

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  • Offer Price (Qty.)

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Annual Report

For Year :
2018 2015 2014 2013 2012 2011 2010 2009 2008

Director’s Report

To the Members,

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

Thefmancialstatementsfortheyearended31stMarch2018, 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 31st 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 24th 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 22nd 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 24th 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 24th 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 15th 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 31st 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 30th 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 30th 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 31st 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 31st 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

Director’s Report