Vikas Proppant Director Discussions


Dear Members,

Your Directors are pleased to present the twenty seventh Annual Report together with the Audited Financial Statement on the business and operations of VIKAS PROPPANT & GRANITE LIMITED ("the Company")for the year ended March 31,2021:-.

1. RESULT OF OPERATIONS - EXTRACT

Summary of the financial results of the Company for the year under review is as under:

in Lac

Particulars FY 2020-21 FY 2019-20
Net Sales/ Revenue from Operation 2359.85 695.62
Other Income - -
Total Revenue 2359.85 695.62
Profit/Loss Before Tax (1138.70) 503.29
Less:
(a) Current Income Tax - 103.92
(b) Deferred Tax - 6.90
Net Profit/Loss After Tax (1138.70) 392.47

2. OPERATIONAL REVIEW

Gross revenues for this financial year stood at Rs. 2359.85 Lac as against Rs. 695.62 Lac in the previous year. The net loss of the Company for the year under review was placed at Rs. (1138.70) Lac as compared to the net profit of Rs. 392.47 Lac incurred during the previous year.

3. TRANSFER TO RESERVES & DIVIDEND

No Dividend was declared for the current financial year due to conservation of Profits incurred by the Company.

Pursuant to the provisions of Section 124 of the Companies Act, 2013, Dividend which remain unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government within the respective due dates.

Since there was no unpaid/unclaimed Dividend declared which remain unclaimed for a period of seven years , the provisions of Section 125 of the Companies Act, 2013 do not apply.

No amount was transferred to reserve during the year under review.

4. CHANGE IN CAPITAL STRUCTURE OF THE COMPANY

During the year under review, the Company has allotted 85 Lac Equity Shares to Vikas Gran Employee Welfare Trust. The paid up capital of the Company increased to Rs. 51,46,75,000/- consisting of 51,46,75,000 equity shares having face value of Re. 1 /- each, fully paid-up from Rs. 50,61,75,000/- consisting of 50,61,75,000 equity shares having face value of Re. 1 /- each, fully paid-up. The company has not issued any shares with differential voting rights during the period under review.

During the previous year, there were no changes in the aforesaid ESOP Schemes of the Company and the ESOP Schemes are in compliance with ESOP regulations.

5. CHANGE IN NATURE OF BUSINESS

The Company was in the business of guar gum earlier but guar gum industry is facing a significant down fall from many 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 Company is going to diversify its business into the Real Estate Sector and construction sector as well subject to approval of shareholders in upcoming general meeting . This new division is planned to expand its business in more constructive and smarter way such as construction of group housing projects under Mukhya Mantri Awas Yojna & Pradhan Mantri

Awas Yojana at Pan India level, govt tenders for multilevel infrastructure developments etc.

6. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

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

7. LISTING FEE

The Company has paid the listing fee for the FY 2020-21.

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

The management of the Company has changed w.e.f. 23rd June 2021 after the completion of FY 2020-21. Due to sudden demise of Late Shri B.D. Aggarwal in the month of September 2020 who was managing all the affairs of the Company, it is required to manage the Company by professional and dynamic team. Details of the change in the management is given in this report.

Except the information given in this report, no material changes have taken place after completion of the financial year up to the date of this report, which may have substantial effect on business, and finances of the Company.

9. DEPOSITS

The Company has not accepted any Deposit covered under Section 73 of the Companies Act,

2013 and The Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act is not applicable.

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

There are no loans, guarantees and investments made by the Company u/s 186 of the Companies Act, 2013 during the year under review.

11. COST RECORDS AND AUDIT

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

2014 does not apply to the Company.

12. RELATED PARTY TRANSACTIONS

Arrangements or transactions entered by the Company during the financial year with related parties were on an arm’s length basis and in the ordinary course of business. All related party transactions are placed for approval before the Audit Committee and also before the Board wherever necessary in compliance with the provisions of the Act and Listing Regulations. During the year, the Company has not entered into any contracts/ arrangements transactions with related parties, which could be considered material in accordance with the policy of the Company on material related party transactions or under section 188(1) of the Act. Accordingly, there are no particulars to report in Form AOC-2.

Details of the related party transactions during the year as required under Listing Regulations and Indian accounting standards are given in note 54 to the standalone financial statements. Also Pursuant to Regulation 23(9) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 disclosure on Related Party Transaction for the half year ended as on 30th September 2021 & 31st March 2021 have been uploaded on listing portal of BSE.

The policy on dealing with the Related Party Transactions including determining material subsidiaries is posted on the website of the Company i.e. www.vpgl.in .

13. RISK MANAGEMENT

The Company has laid down a well-defined risk management mechanism covering the risk mapping and analysis, risk exposure, potential impact and risk mitigation measures. Exercise is being carried out to identify, evaluate, manage and monitor the principal risks that can impact the Company’s ability to achieve its strategic and financial objectives. Whenever necessary, the Board reviews the risks and suggests steps to be taken to control and mitigate the same through appropriate framework. The Company has framed a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure.

14. COVID-19: RESPONSE & IMPACT

COVID-19 pandemic advanced swiftly into a global crisis in the month of March, 2020, forcing the government authorities to enforce lockdown in the Country. Due to this, the Company had instantly shifted its focus on the health and well-being of all employees. The workforce of the Company have settled into the new ways of working and the Company is also tracking employee welfare, productivity and product delivery progress through the use of various tools. The financials for the year ended 2020-21 were marginally affected due to the impact of novel Coronavirus and the consequential lockdown imposed by the Government of India.

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

In terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, a statement containing details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in the manner as prescribed under the Companies (Accounts) Rules, 2014, is given in Annexure - I hereto and forms part of this Report.

16. INDEPENDENT DIRECTORS

Mr. Ravi Sharma, Mr. Neeraj Chhabra and Mr. Aashu Garg were the Independent Directors on the Board of the Company as on March 31,2021. They all have tendered their resignations on 23rd June 2021 due to change in management of the Company.

Further, the Company has appointed as Mr. Vishnu Agarwal, Mr. Ashish Goyal, Mrs. Rekha Dhawan as Additional Independent Directors with effect from 23rd June 2021.

In compliance with Section 149 and 152 of the Companies Act, 2013, Mr. Vishnu Agarwal, Mr. Ashish Goyal and Mrs. Rekha Dhawan is proposed to be appointed as an Independent Director of the Company at the ensuing Annual General Meeting. A resolution seeking shareholders’ approval for his re-appointment forms a part of the Notice of this AGM. A brief profile is furnished in the report on Corporate Governance for the information of shareholders.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Above declarations given by Independent Directors are enclosed as Annexure - II to this report. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise and proficiency required under all applicable laws and the policies of the Bank

Your Company has undertaken the requisite steps for inclusion of names of Independent Directors in the Databank maintained by the Indian Institute of Corporate Affairs (‘IICA’). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, Independent Directors are require to undertake online proficiency self-assessment test to be conducted by IICA within a period of one (1) year from the date of inclusion of their names in the Databank. The online proficiency self-assessment test was made available by IICA and the same has been communicated to the concerned Independent Directors for onward compliance.

17. FAMILIARISATION PROGRAMMES

The Company’s policy on programmes and measures to familiarize Independent Directors about the Company, its business, updates and development includes various measures viz. issue of appointment letters containing terms, duties etc., management information reports, presentation and other programmes as may be appropriate from time to time. The Policy and programme aims to provide insights into the Company to enable independent directors to understand the business, functionaries, business model and others matters. The said Policy and details in this respect is displayed on the Company’s website.

18. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company’s policy relating to appointment, resignation or removal of key managerial person, payment of managerial remuneration of directors, directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure III and is attached to this report.

NOMINATION & REMUNERATION COMMITTEE

Your Company has a Nomination and Remuneration Committee in compliance with the provisions of Section 178 the Act and Regulation 18 of Listing Regulations. The complete details with respect to the salient features of Nomination and Remuneration Committee, as required to be given under the aforesaid provisions, is given in the ‘Corporate Governance Report’.

The Company has adopted Nomination and Remuneration Policyfor Directors, Key Managerial Personnel (KMP) and other employees of the company as formulated by Nomination and Remuneration Committee, pursuant to provisions of Section 178 of the Act and Para A of Part D of Schedule II of Listing Regulations, which acts as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.

19. ANNUAL RETURN

In accordance with section 134(3)(a) and section 92(3) read with Rule 12 of the Companies (Management and administration) Rules, 2014 of the Act, an extract of the annual return as at 31st March 2021 in Form MGT-9 forms part of this Report as Annexure - IV.

20. WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Company has established a "Vigil Mechanism" for its employees and Directors, enabling them to report any concerns of unethical behavior, suspected fraud or violation of the Company’s ‘Code of Conduct’. To this effect, the Board has adopted a ‘Whistle Blower Policy’ (WBP), which is overseen by the Audit Committee. The policy inter-alia provides safeguards against victimization of the Whistle Blower. Employees and other stakeholders have direct access to the Chairperson of the Audit Committee for lodging concerns if any, for review.

21. CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility ("CSR") Committee, which was chaired by Mr. Neeraj Chhabra for the financial year ending 31st March, 2021. The other Members of the Committee for the financial year ending 31 st March, 2021 were Mr. Bimla Devi Jindal & Mr. Pawan Singla. Mr. B.D. Aggarwal was the member of the committee but due to a sudden mishappening on 21st September 2020, he is no more now.

Now, w.e.f. 23rd June 2020, the management of the Company has changed and due to this reason composition of CSR Committee has been Changed. Now CSR Committee consist of

Name of Director Designation of Committee Nature of Directorship
Ashish Goyal Chairperson Non Executive Independent Director
Subhash Goyal Chairman Non Executive Director
Jaswinder Singh Member Executive Director

Your Company is required spend Rs. 34.06 Lac during the year under review. Average of Last three-year profit and loss calculated as per section 135 of Companies Act 2013 is Rs. 1703.02 Lac but due to financial crises during the lockdown and Covid-19 Pandemic your Company has not spend any amount under CSR expenses. 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 Annexure V.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review or between the end of that financial year and the date of this report, no significant or material orders were passed by the Regulators or Courts or Tribunals which may impact the going concern status and future operations of the Company.

23. PERFORMANCE EVALUATION

Nomination and Remuneration Committee and the Board adopted performance evaluation policy for Board, Committees and Directors with intents to set out criteria, manners and process for the performance evaluation. The policy provides manners to evaluate performance of the Board, committees, independent directors, nonindependent directors and chairman. Criteria in this respect includes; Board composition, mix of skill, experience, members’ participation and role, attendance, suggestions for effective functioning, board process, policies and others. The evaluation process includes review, discussion and feedback from directors and rating on questioners through online software based system. Evaluation of Performance of the Board, its committees, every Director and Chairperson, for the financial year 2020-21 has been done following the manner and process as per the policy which includes discussion, feedback, assessment and rating on questioners.

24. CHANGE IN DIRECTORS

During the year under review, Mrs. Bimla Devi

Jindal who was liable to be retires by rotation and presented herself for reappointment, was reappointed as director in the annual general meeting held on 29th September 2020.

Sr. No Name of Director Related Director Relation
1. Bajrang Dass Aggarwal Bimla Devi Jindal Wife
Kamini Jindal Daughter
2. Bimla Devi Jindal Bajrang Dass Aggarwal Husband
Kamini Jindal Daughter
3. Kamini Jindal Bimla Devi Jindal Mother
Bajrang Dass Aggarwal Father

W.e.f. 23rd June 2021 management of the Company have been changed and new directors were appointed to manage the affairs of the Company. Details of the directors who have tendered their resignation from directorship are as under:-

Name of Director who have tendered their resignation Reason of resignation
Mrs. Bimla Devi Jindal, Managing Director & Executive Director In the interest of the Company and stakeholders, they feel that a more professional team of directors would be better in charge to handle the current affairs and grow the Company further. Therefore, we request the Board to search for and induct new professional directors to take charge of business of the Company and manage the affairs of the Company. They believe that, this would help smoother functioning of the Company and boost more confidence amongst the stakeholders
Mrs. Kamini Jindal, Director & Executive Director
Mr. Pawan Singhla, Director & Executive Director Due to pre-occupation Mr. Pawan Singla has expressed his intention to resign as an Independent Director of the Company w.e.f. 23rd June 2021
Mr. Ravi Sharma , Non Executive Independent Director Mr. Ravi Sharma has expressed his intention to resign as an Independent Director of the Company w.e.f. 23rd June 2021 due to change in management of the Company and the Company has received confirmation from Mr. Ravi Sharma that there are no other material reasons for his resignation other than those which is provided in the resignation letter dated 23rdJune 2021.
Mr. Neeraj Chhabra, Non Executive Independent Director Mr. Neeraj Chhabra has expressed his intention to resign as an Independent Director of the Company w.e.f. 23rdJune 2021 due to change in management of the Company and the Company has received confirmation from Mr. Neeraj Chhabra that there are no other material reasons for his resignation other than those which is provided in the resignation letter dated 23rd June 2021.
Mrs. Aashu Garg Non Executive Independent Director Mrs. Aashu Garg has expressed his intention to resign as an Independent Director of the Company w.e.f. 23rd June 2021 due to change in management of the Company and the Company has received confirmation from Mrs. Aashu Garg that there are no other material reasons for his resignation other than those which is provided in the resignation letter dated 23rdJune 2021.

After the resignation of present directors, following directors were appointed on 23rd June 2021.

Mr. Jaswinder Singh Executive Managing Director
Mr. Subhash Goyal Non Executive Director
Mr. Gurender Singh Johal Non Executive Director
Mr. Ashish Goyal Non Executive Independent Director
Mrs. Rekha Dhawan Non Executive Independent Director
Mr. Vishnu Agarwal Non Executive Independent Director

There is no relationship among the new Director’s of the Company.

25. COMPOSITION OF BOARD

The Board of the Company comprises of six (6) Directors as on 31st March 2021 with an optimum combination of executive and non-executive directors, of which three are Independent Directors, and three are Executive Directors with a managing director. W.e.f. 23rd June 2021, new directors were appointed with an optimum combination of one executive Managing Director and five non-executive directors, of which three are Independent Directors.

Independent Directors are renowned professional with specialization in their respective fields, having varied skills and expertise and not related to promoters of the Company. There is no nominee director, appointed by any Financial Institution/Bank on the Board of Directors of the Company. Independent Director did not have any material pecuniary relationship or transactions with the Company during the year 2020-21, which may affect their judgments in any manner. The Company is in compliance of the Listing Regulations and the Companies Act 2013 (the Act).

The Board of Directors always 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.

During the Year under review meetings of Board of Directors were held as on following Dates:

Sr. No. Date of Board Meeting

1. Friday, April 03rd, 2020

2. Saturday, June 27th, 2020

3. Friday, September 04th, 2020

4. Wednesday, October 14th, 2020

5. Tuesday, December 29th, 2020

6. Saturday, March 13th, 2021

26. AUDIT COMMITTEE

The Company has an Audit Committee, as per the requirements of Regulation 18 of the Listing Regulations and Section 177 of the Act. The terms of reference of the Audit Committee includes the matters specified under Regulation 18 and Part C of Schedule II of the Listing Regulations and Section 177 of the Act, as amended from time to time and other matters referred by Board.

Composition of the Committee

The Audit Committee comprises following members of the Board of Directors as on 31st March 2021:-

Sr. Name of the No. Committee member Category Status
1. Ravi Sharma Non Executive Independent Director Chairman
2. Neeraj Chhabra Non Executive Independent Director Member
3. Bimla Devi Jindal Executive Director Member

On 23rd June 2021, due to change in management, composition of audit committee has been changed. Audit Committee comprises following members of the Board of Directors :-

Sr. Name of the No. Committee member Category Status
1. Vishnu Aggarwal Non-Executive Independent Director Chairman
2. Rekha Dhawan Non-Executive Independent Director Member
3. Ashish Goyal Non-Executive Independent Director Member
4. Jaswinder Singh Executive Director Member

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

27. CORPORATE GOVERNANCE

Corporate Governance reporting is a real opportunity to build confidence of stakeholder’s. It is the application of best 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. The Company adopts and adheres to the best- recognized Corporate Governance practices and continuously strives to 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, transparency and fairness, so as to optimize its performance and maximize the long-term shareholder value in legal and ethical manner, ensuring justice, courtesy, and dignity in all transactions of the Company. The Company is committed to good Corporate Governance in all its activities and processes.

The Company considers stakeholders as partners in the success and remains committed to maximizing stakeholder value. Good Corporate Governance leads to long term stakeholder value.

The Company is committed to the adoption of and adherence to the best Corporate Governance practices at all times and continuously benchmarks itself with the best standards of Corporate Governance, not only in form but also in spirit. Good Governance practices stem from the dynamic culture and positive mindset of the 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 of the Company.

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

28. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Priyam Gupta, Company Secretary, Proprietor of M/s. Priyam & Associates, Company Secretaries, was appointed by Board of Directors of the Company as Secretarial Auditors of the Company for the financial year 2020-21. The Secretarial Audit Report is annexed and forms part of this report as Annexure VII.

EXPLANATION TO SECRETARIAL AUDIT REPORT

The explanation to the observation of the Secretarial Auditor in its report are as under:

1. The team of new professional directors has joined the Company on 23rd June 2021. The Company has now updated its website perfectly.

2. Due to lack of liquidity and sudden demise of Late Shri B.D Aggarwal, the Company was not in position of spend the money on Corporate Social Responsibility in FY 2020-21. The team of new professional directors has joined the Company on 23rd June 2021. We ensure that in future the provisions of all laws will be complied not only in law but in spirit too.

3. COVID-19 pandemic advanced swiftly into a global crisis in the month of March, 2020, forcing the government authorities to enforce lockdown in the Country. Due to this, the Company had instantly shifted its focus on the health and well-being of all employees. The workforce of the Company have settled into the new ways of working. Due to Covid-19 pandemic and sudden demise of Late Shri B.D Aggarwal, your Company has not complied or delay complied with the provisions of TDS, GST, MCA Forms and various provisions of SEBI (Listing obligation and disclosure requirement) Regulations, 2015. The team of new professional directors has joined the Company on 23rd June 2021. We ensure that in future the provisions of all laws will be complied not only in law but in spirit too.

29. SECRETARIAL STANDARDS OF INSTITUTE OF COMPANY SECRETARIES OF INDIA

During the year under the review, the Company has complied with applicable Secretarial Standards on Meeting of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and notified by the Central Government and came into effect from July 1,2015.

30. INTERNAL AUDITOR

M/s Sanjay Goyal & Associates has appointed as an internal auditor of the company to review and strengthen the Internal Financial Control system of the Company. The board of director timely review the internal control system and plan company’s further strategies accordingly. 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.

31. INTERNAL FINANCIAL CONTROLS

The Company has internal financial control system, commensurate with the size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company’s internal financial control procedures ensure that Company’s financial statements are reliable and prepared in accordance with the applicable laws. To maintain its objectivity and independence, the Internal Audit Team reports to the Chairman of the Audit Committee of the Board. Based on the internal audit report, process owners undertake corrective action in their respective areas and thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. Team engaged in internal audit carries out extensive audits throughout the year across all functional areas, and submits its reports from time to time to the Audit Committee of the Board of Directors.

32. INTERNAL CONTROLS

Your Company’s internal systems are adequate and commensurate with the size of operations. These controls ensure that transactions are authorized, recorded and reported on time. They ensure that assets are safe guarded and protected against loss or unauthorized disposal. The Internal Audit department carried out audits in different areas of your company’s operations. Post-audit reviews were carried out to ensure that audit recommendations were implemented. Discrepancies and weaknesses, if any, found at various levels are timely and suitably addressed with a view to efficiently manage the company’s valuable resources. 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.

33. STATUTORY AUDITORS

Pursuant to provisions of Section 139, 141, 142 and other applicable provisions of the Act, read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or reenactment thereof, for the time being in force) M/s Singh Ajai & Co., Chartered Accountants (having Firm Registration No:- 007495C) located at "320, Prince Complex, Hazaratganj, Lucknow (U.P.), the Statutory Auditors of the Company, were appointed by the shareholders in the AGM held on 29th September, 2020, for a term of five (5) consecutive years to hold office from the conclusion of the 26th Annual General Meeting until the conclusion of 31st Annual General Meeting, to be held in the year 2025. However, they have resigned on 14th August, 2021 (Which shall be effective post issuance of our limited review report for the quarter ended June 2021) stating that "due to pre occupancy in other assignments they are not in a position to devote their time to the affairs of the Company. It is also elucidated by them that firm neither have any dispute with the management nor have any concern relating to suppression of information by the management of the Company for the purpose of carrying-out audit. Further they also confirm that there is no other material reasons other than which provided above.

The Board thus proposed M/s AK Chadda & Co., Chartered Accountants (having Firm Registration No: 008683N) located at "H. No.- 1685, Sector 22-B, Chandigarh - 160022" as Statutory Auditors of your Company with effect from the day after the date of issuance of limited review report for the quarter ended June 2021 by M/s Singh Ajai & Co. till the conclusion of the Annual General Meeting to be held in 2026. M/s AK Chadda & Co, Chartered Accountants shall conduct the Statutory Audit for period ended 31st March 2022, 31st March 2023, 31st March 2024, 31st March 2025 & 31st March 2026 and on such Terms and conditions as mutually agreed.

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.

34. EMPLOYEES STOCK OPTION SCHEMES

Pursuant to the resolution passed by the Shareholders at the Extra Ordinary General Meeting held on December 12, 2018 for the grant of 85 Lac options which is convertible into 85 Lac equity shares of face value Re. 1/- each under Vikas Gran Employees Stock Option Plan 2018 to Vikas Gran Employee Welfare Trust. In this regard, the Company has received in principle approval from BSE on 20th February 2019. During the FY 2018-19, your company had granted the 85 Lac stock options to Vikas Gran Employee Welfare Trust under Vikas Gran Employees Stock Option Plan 2018 on 11th March 2019. During the last FY under review, the Company has allotted 85 Lac equity shares to Vikas Gran Employee Welfare Trust on 14th October 2020.

Pursuant to the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 (the ESOP Regulations), a disclosure with respect to ESOP Scheme of the Company as on March 31,2021 is attach in Annexure VIII in the Directors Report.

35. MANAGEMENT DISCUSSION AND ANALYSIS

Adetailed review ofthe operations and performance of the Company is set out in the Management Discussion and Analysis Report pursuant to Part B of Schedule V of Listing Regulations, which forms part of the Annual Report for the year under review as Annexure IX.

36. 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. The Company provides personal development opportunities and all-round exposure to them.

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

The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace pursuant to the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees whether permanent, temporary, contractual and trainees are covered under this policy. The Company has not received any complaint during the year.

38. MANAGERIAL REMUNERATION AND OTHER DISCLOSURES

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

a) Ratio of the remuneration of each Director to the median remuneration of the employee’s (MRE) and other details pursuant to Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and forms part of this report as Annexure-X.

b) No Director of the Company, including its Managing Director or Whole Time Director, is in receipt of any commission from the Company or its subsidiary company.

39. DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Act, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that:

a) in the preparation of annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures, wherever applicable; within statutory prescribed timeline.

b) your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state 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) your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for prevention and detecting of fraud and other irregularities;

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

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

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

40. 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 the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors

Sd/-

Mr. Jaswinder Singh

(DIN:06540456)

Chairperson and Managing Director

Address: 108 Tagore Nagar

Bathinda Punjab- 151001

Place :- Sri Ganganagar

Date :-06/09/2021