Vegepro Foods & Feeds Ltd Directors Report.

Dear Shareholders

Your Directors have pleasure in presenting their 28th Annual Report along with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2016. A summary of the Financial Results is given below :

FINANCIAL RESULT

(Amount (Rs. ‘000)

2015-16 2014-15
Total Income 6,988 391
Profit before interest and Depreciation 3,466 (1,728)
Less : Interest and finance charges 769 62
Less : Depreciation 1,946 2,504
Profit before tax 751 (4,294)
Tax Expense
Profit after Tax 751 (4,294)
Add : Surplus brought forward (2,67,148) (2,62,854)
Balance carried forward (2,66,397) (2,67,148)

Business

Indian Economy during 2015-16

The Growth in GDP is estimated to be at 8% as compared to a growth rate of 7.4% in 2014-15 on improved performances in both industry and services. Even though the new government remained committed in its endeavors, a steadier resolution of the politically difficult structural issues that have stalled investment and limited economic performance was needed. Higher infrastructure spending, continued reforms to the financial and monetary policy, demand improvement and lower oil prices should have a positive effect on the economy going forward.

Companys Performance vis-a-vis Industry

During the Financial Year 2015-16, the Company has not carried out any activities and the Plant Capacity remained unutilized during the whole year.

Subsidiaries and Joint Venture Companies

The Company has neither any subsidiary nor has any joint ventures subsisting as on the date of the Financial Report.

Dividend

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

Deposits

During the year under review the Company has not invited deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014.

Share Capital & Debt

During the year, there have neither been any changes in the Share Capital of the Company nor in the Debt profile of the Company.

Corporate Governance

Your Company complies with the provisions laid down in Corporate Governance laws. It believes in and practices good corporate governance. The company maintains transparency and also enhances corporate accountability. The following form part of this Annual Report:

(i) Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel;

(ii) Management Discussion and Analysis;

(iii) Report on the Corporate Governance; and

(iv) Auditors Certificate regarding compliance of conditions of Corporate Governance

Directors Responsibility Statement

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

a. that in the preparation of the annual accounts for the year ended 31st March 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Notes to the annual accounts have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2016 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e. that proper internal financial controls are followed by the company and that such internal financial controls are adequate and are operating effectively; and

f. that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively.

Directors and Key Managerial Personnel

The directors regret to inform that Mr. Gopal Daga passed away on 21st Oct, 2015. The Board expresses its profound grief and deep sorrow at his sudden demise. The Board places on record its deep appreciation of his valuable advice and guidance received during his tenure.

In accordance with the provisions of the Companies Act, 2013, Mrs. Babita Nagori (DIN: 07144370) retire by rotation at the ensuing AGM and being eligible offers herself for re-appointment.

Mrs. Babita Nagori is not disqualified from being appointed as a Director as specified in terms of Section 164 of the Companies Act, 2013.

Brief profile of Mrs. Babita Nagori who is to be reappointed, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is furnished in the Notice of the ensuing AGM. The Board of Directors of your Company recommends the reappointment of Mrs. Babita Nagori at the ensuing AGM.

The Company has received declarations pursuant to Section 149(7) from all the Independent Directors of the Company viz., Mr. Sanjay Rawka and Mr. Mahesh Gupta confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015.

Meetings

Minimum four pre-scheduled Board meetings are held annually. Additional Board meetings are convened by giving appropriate notice to address the Companys specific needs. In case of business exigencies or urgency of matters, resolutions are passed by circulation.

During the year six Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

Audit Committee

The Audit Committee comprises of Mr. Mahesh Gupta who serves as the Chairman of the Committee, Mr. Sanjay Rawka and Mrs. Babita Umang Nagori who serve as the other members. The terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. All the recommendations made by the Audit Committee during the year were accepted by the Board.

Nomination and Remuneration Committee

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

Stakeholders Relationship Committee

The composition and terms of reference of the Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee adopted the Remuneration Policy, which inter-alia includes policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Familiarization programme for Board Members

The Company is required to conduct the Familiarization Programme for Independent Directors (IDs) in terms of Clause 25(7) of the SEBI, (Listing Obligation and Disclosure Requirements) Regulation 2015, to familiarize them about the Company and their roles, rights, responsibilities in the Company. The Familiarization programme is stated in the Corporate Governance Report forming part of this Annual Report. The details of such Familiarization Programme for Directors may be referred to, at the website of the Company www.vegeprofoods.com

Board Evaluation

Pursuant to the provisions of Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, your Company has adopted the Remuneration Policy with comprehensive procedure on performance evaluation. Chairman of the Nomination and Remuneration Committee, who is an independent Director of the Board, conducted a one-to-one session with each Director to understand their points of view on the parameters for performance evaluation.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, ethics and compliances, financial reporting process and monitoring activities.

Performance parameters for the Board as a collective body, included parameters like qualification and diversity of Board members, method and criteria for selection of Independent Directors to ensure independence, availability, appropriateness, clarity of understanding on risk scenarios faced by the Company, existence, sufficiency and appropriateness of policy on dealing with potential conflicts of interest, involvement of Board members in long-term strategic planning etc.

Based on these criteria, the performance of the Board, various Board Committees, Chairman and Individual Directors (including Independent Directors) was found to be satisfactory.

Independent Directors has conducted its meeting without the participation of other Non-Independent Directors and members of management and reviewed the performance of Board, its Committee, Chairman and individual Directors. On the basis of the review by the Independent Directors, they hold unanimous opinion that the Non-Independent Directors, including the Chairman to the Board have abundant knowledge in their respective fields and are experts in their areas.

Corporate Social Responsibility

The Company has not constituted the Corporate Social Responsibility (CSR) Committee, since the Company does not fulfill the criteria for constituting the Corporate Social Responsibility (CSR) Committee.

Internal Financial Control

Your Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. Since the Company does not have any operations, it has not appointed any Internal Auditor.

Your Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. In this regard, your Board confirms the following:

i. Systems have been laid to ensure that all transactions are executed in accordance with managements general and specific authorization. There are well-laid manuals for such general or specific authorization.

ii. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with Generally Accepted Accounting Principles or any other criteria applicable to such statements, and to maintain accountability for aspects.

iii. Access to assets is permitted only in accordance with managements general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to differences, if any.

Statutory Auditors

M/s. S. Mandal & Co., Chartered Accountants, Kolkata, bearing Registration No. 314188E have been appointed as the Statutory Auditors of the Company for a period of 5 years from the conclusion of the 26th AGM (for FY 2013-14) till the conclusion of the 30th AGM (for FY 2017-18). The Board now recommends the appointment of M/s. S. Mandal & Co. to be ratified by the members at the Annual General Meeting for the Financial Year 2016-17.

Statutory Auditors Observations

The remarks of the Auditors in their Report have been dealt with suitably in the various Notes forming part of the Accounts in respect of the financial 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 Board of Directors of the Company has appointed Mrs. Manjula Poddar, Practicing Company Secretaries to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended 31 March 2016 is annexed herewith.

Secretarial Auditors Observations

With respect to the Secreterial Auditors comment regarding non payment to Investor Education and Protection Fund (IEPF), the Company is making arrangements to pay the outstanding amount. The Assets of the Company were with the Provisional Liquidator and the Company has got back possession of the Assets very recently vide order dated 12th May 2015 of the Honble High Court of Allahabad.

Vigil Mechanism

The Company has a vigil mechanism named ‘Whistle Blower Policy in terms of Section 177 of the Companies Act, 2013 and Regulation 4(2)(d)(iv) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 to deal with instance of fraud and mismanagement, if any, and to report concerns about unethical behavior, wrongful conduct and violation of the Companys code of conduct or ethics policy. The details of the said Policy is posted on the website of the Company www.vegeprofoods.com

Risk Policy

The Company understands that risk evaluation and risk mitigation is a function of the Board of the Company and the Board of Directors is fully committed to developing a sound system for identification and mitigation of applicable risks viz., systemic and nonsystemic. The Board of Directors has approved a Risk Management Policy as per which the Company is in the process of identifying critical risks of various departments within the Company. Once identified, a sound mitigation system will be put in place. Further the Board is of the opinion that at present there are no material risks that may threaten the functioning of the Company.

Contracts and arrangements with related parties

In the current financial year, your company has not entered into any transaction with the related parties. Particulars of loans / guarantee / advances / investments outstanding during the financial year Particulars of Loans Outstanding during the Financial Year are furnished in Note No. 2.3 to the Financial Statement.

Particulars of Employees and related disclosures

There are no employees of the Company who are in receipt of remuneration in excess of limits prescribed under Section 197 of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 forms part of this Annual Report and is annexed herewith and marked as Annexure I.

Significant and material orders passed by the Regulators or Courts or Tribunals

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

General

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 Rules thereunder for prevention and redressal of complaints of Sexual Harassment at workplace. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All women employees (permanent, contractual, temporary, trainees) are covered under this policy.

Appreciation

Your Directors would like to record their appreciation and warmly acknowledge the unstinting support extended by its bankers and other stakeholders in contributing to the results.

By Order of the Board
(Shyam Sunder Sharma)
Place: Kolkata DIN : 05174668
Date: 28th May, 2016 Chairman & Managing Director