Vegepro Foods & Feeds Ltd

Vegepro Foods & Feeds Limited

Your Directors have pleasure in presenting their 22nd Annual Report to the Memberstogether with the Audited Accounts for the year ended 31st March, 2010.

(Rs. in thousand)

DIVIDEND :

In view of the past accumulated losses of the Company, the Directors are unable torecommend any dividend for the year.

OPERATIONAL REVIEW :

During the Financial year 2009-10 the Company has not carried any activities and thePlant Capacity remained unutilized during the whole year. Further the Company isregistered as a Sick Company under Section 3(H) (o) of the Sick Industrial Companies(Special Provision) Act, 1985 with Board of Industrial and Financial Reconstruction (BIFR)in view of erosion of entire net worth of the Company. The revival process is still underconsideration of BIFR authorities.

DIRECTORS :

Pursuant to Article 102 of the Articles of Association of the Company, Mr. M.K.Guptaretires by rotation and being eligible, offers himself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT :

In compliance with Section 217(2AA) of the Companies Act, 1956, the Board of Directorsof the Company confirms-.

(i) that in the preparation of the Annual Accounts, the applicable accounting standardshave been followed;

(ii) that the selected accounting policies were applied consistently and the directorsmade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31, 2010 and of the profit orloss of the Company for the year ended on that date;

(iii) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of aforesaid Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Annual Accounts have been prepared on the going concern basis.

AUDITORS :

M/s S. Mandal & Co., Chartered Accountants, the statutory auditors of the Companyshall retire at the conclusion of the ensuing Annual General Meeting and are eligible forre-appointment. Accordingly, it is proposed to re-appoint them as Statutory Auditors ofthe Company to hold office until conclusion of the next Annual General Meeting.

AUDITORS' COMMENTS :

The remarks of the Auditors in their Report have been dealt with suitably in thevarious Notes forming part of the Accounts in respect of the financial year under review.

CORPORATE GOVERNANCE:

Under Clause 49 of the Listing Agreement with the Stock Exchanges, the ManagementDiscussion & Analysis and Corporate Governance Report together with a certificate fromthe practicing Company Secretary confirming compliance are set out in the Annexure formingpart of this Annual Report.

LISTING IN STOCK EXCHANGE

The trading of equity shares of the Company stands suspended at Bombay Stock Exchange,Delhi Stock Exchange and Uttar Pradesh Stock Exchange and steps are being taken by themanagement for resumption of normal trading soon.

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

Particulars of conservation of energy, technology absorption and foreign exchangeearnings and outgo as per Section 217(1 )(e) of the Companies Act, 1956 and rules madethere under are not applicable since no manufacturing activities was carried during thefinancial year.

EMPLOYEE PARTICULARS :

Particulars of employee in terms of Section 217(2A) of the Companies Act, 1956 readwith the Companies (Particulars of Employees) Rules, 1975 are not required since noemployee is drawing salary more than Rs. 2,00,000/- in a month or Rs. 24,00,000/- P.A.

ACKNOWLEDGEMENTS :

The Directors wish to place on record their appreciation of the support received fromGovernment, Local Authorities, Financial Institution, Banks and employees of the Company.