Vikas Wsp Ltd Directors Report.

Dear Shareholders,

Your Directors present the 31st Annual Report on the business and operations of the Company, together with the Audited Annual Financial Statements for the financial year ended March 31, 2019.

1. FINANCIAL HIGHLIGHTS

In compliance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations), the Company has prepared its standalone financial statements as per Indian Generally Accepted Accounting Principles (IGAAP) for the F.Y. 201819. The Standalone financial highlights of the Company operations are as follows:

Standalone Financial Highlights (IGAAP)

(Amount in Lakhs)

Particulars 2018-2019 2017-2018
Revenue from operations 79,997.99 69,629.78
Other Income 3016.50 487.55
Total expenditure 78,377.90 67,543.81
Finance cost 2,107.61 4,645.14
Depreciation and amortization expenses 3,454.48 3,470.77
Profit before tax 4,636.59 2,573.52
Exceptional Items -
Profit after Exceptional Items 4,636.59 2,573.52
Tax expenses (55.57) (322.18)
Profit for the year 4,577.75 2,895.70

2. STATE OF COMPANY AFFAIRS

The highlights of affairs of the Company are as follows:-

• Revenue from operations increased from Rs. 69,629.78 Lacs to Rs. 79,997.99 Lacs.

• Profit before Tax increased from Profit of Rs. 2,573.52 Lacs to Profit of Rs. 4,636.59 Lacs.

• Net Profit increased from a Profit of Rs. 2,895.70 Lacs to a net Profit of Rs. 4,577.75 Lacs.

3. RESERVES AND SURPLUS

The Company has not transferred any amount to the General Reserve for the financial year ended March 31, 2019.

4. DIVIDEND

The Board of Directors (the "Board") has not recommended any dividend for the financial year ended March 31, 2019.

5. SHARE CAPITAL

The Company has only one kind of Shares i.e. Equity shares with same voting rights.

At the beginning of the financial year 20182019, the issued and paid up share capital of the Company was Rs. 19,44,39,600/- divided into 19,44,39,600 equity shares of face value of Re. 1/- each

The Company has Allotted of 1,00,00,000 Equity Shares of Face Value of Re. 1- each to eligible employee(s) of the Company under the Vikas Employees Stock Option Plan 2017(ESOP 2017) as on 21.12.2018.

Consequent to the said allotment the issued and paid up share capital of the Company was enhanced to Rs. 20,44,39,600/- divided into 20,44,39,600 equity shares of face value of Re. 1/- each.

6. EMPLOYEES STOCK OPTION SCHEMES

Pursuant to the resolution passed by the Shareholders at the Extra Ordinary General Meeting held on April 21, 2017 for the grant of 1.00. 00.000 options which is convertible into 1.00. 00.000 equity shares of face value Re. 1/- each under Vikas Employee Stock Option Plan - 2017 to Companies employees. The company alloted 1,00,00,000 equity shares in pursuant of 1,00,00,000 option to their employees on 21.12.2018 and listed on BSE on 18.02.2019.

At present, the Company has One Employee Stock Options (ESOP) schemes, namely the Vikas Employees Stock Option Plan, 2017 ("VESOP 2017"). Besides attracting talent, the schemes also helped retain talent and experience. The HR and Nomination Committee administer and monitor the Companys ESOP schemes.

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, 2019, has been uploaded on Companys website at (web link:

( http://www.vikaswspltd.in ) and attach in Annexure-I in the Directors Report.

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. A certificate from M/s S. Prakash Aggarwal & Co, Chartered Accountants, Statutory Auditors, with respect to the implementation of the Companys ESOP schemes, would be placed before the shareholders at the ensuing AGM. A copy of the same will also be available for inspection at the Companys registered office upto the date of AGM.

7. BOARD MEETINGS

During the financial year ended March 31, 2019, 9 (Nine) meetings of the Board of Directors were held as against the statutory minimum requirement of 4 (Four) meetings as per provision of Section 173 of Companies Act, 2013 and Secretarial Standard. None of the two Board Meetings have a gap of more than 120 days between them. The dates of board meeting are mentioned below:

Types of Meeting Date
1. Board Meeting 28.05.2018
2. Board Meeting 11.08.2018
3. Board Meeting 04.09.2018
4. Board Meeting 14.11.2018
5. Board Meeting 21.12.2018
6. Board Meeting 04.01.2019
7. Board Meeting 04.02.2019
8. Board Meeting 14.02.2019
9. Board Meeting 30.03.2019

For other details of Board Meetings and committee meetings, members may refer to the Corporate Governance Report attached separately to this report.

8. COMMITTEES OF BOARD AND NUMBER OF BOARD COMMITTEES

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope:

1. Audit Committee

2. Nomination and remuneration committee.

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility (CSR) Committee

All the recommendations made by Committees of Board including the Audit & Risk Management Committee were accepted by the Board. A detailed update on the Board, its composition, detailed charter including terms and reference of various Board Committees, number of Board and Committee meetings held during F.Y. 20182019 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Report

9. FUTURE PROSPECTS

The Demand for Guar Gum is increasing in the food segment. The Companys R&D is constantly involved in developing new guar products for food and other industrial applications for the effective control of processing problems and the same is conducive in expanding global guar polymers market. International market for certified organic guar polymer is also increasing. Taking all these prospects together, the demand for guar polymers is bound to increase in the years ahead. So the future prospects are expected to be better.

10. DISCLOSURE OF COMMISSION PAID TO MANAGING OR WHOLE TIME DIRECTORS

There is no commission paid or payable by your company to the Managing Director or the whole time director.

11. INTERNATIONAL QUALITY STANDARDS AND THEIR CERTIFICATIONS-

(A) An ISO 9001:2000 - Certified Company-

100% EOUs of the Company have been certified as ISO 9001:2000 by DNV - a Norvagian Company. So the Company is meeting all the quality control parameters as set out by DNV.

(B) Hazards Analysis of Critical Control

Points (HACCP)-

The products manufactured by the Company are also used in the food production as thickening and binding agent. The end customers of the Company are multinational (MNCs) food producers viz. Nestle (Friskies), Mars (Master Food), Heinz, Sara lee, Unilever, and CSM. To source their key raw materials, these MNCs prefer HACCP certified vendors. Employing HACCP in the production system one can check the following contaminations:

• Physical

• Chemical

• Microbial

(C) Good Manufacturing Practices (GMP)

Companys 100% EOUs are certified WHO Good Manufacturing Practices (WHO-GMP). Guar Polymers produced using GMP is included in the Food Chemical Codex (FCC) and approved for food use. Therefore, GMP ensures the customers that the products are manufactured in good and hygienic conditions.

12. DIRECTORS

The five year term of office of Mr. Ram Awtar Mittal, Mr. Neeraj Chhabra and Mr. Kishan Lal as Independent Directors of the Company expired on 31st March, 2019. The Board of Directors (Board) in the meeting held on 02nd May, 2019, on the recommendation of the Nomination and Remuneration Committee (NRC) re-appointed them as Independent Directors for a second consecutive term of five years from 1st April 2019 up to 31st March, 2024 (subject to approval of the members of the Company).

Mr. Ram Awtar Mittal, Mr. Neeraj Chhabra, Mr. Vishnu Bhagwan and Mr.Kishan Lal have given declarations that they continue to meet the criteria of independence as laid down under Section 149(6) of the Act and rules made there under and under the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 ("Listing Regulations"). Based on disclosures provided by these Directors, none of them are disqualified from being appointed as Directors under section 164 of the Act and are independent from the management.

In terms of Section 160 (1) of the Companies Act, 2013, the Company has received notice in writing from member signifying his intention to propose the candidature for the reappointment of Mr. Ram Awtar Mittal, Mr. Neeraj Chhabra and Mr. Kishan Lal as Independent Directors at the ensuing Annual General Meeting for another term of 5 years.

At the ensuing Annual General Meeting, Mrs. Bimla Devi Jindal (DIN:- 00034997), Director of the Company is liable to retire by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company and being eligible, offers himself for reappointment as director in 31st AGM of the Company. The Board of Directors recommended the reappointment for the consideration for the shareholders in ensuring AGM.

Mr. Vishnu Bhagwan, Independent Director of the Company Resigned w.e.f. 23.04.2019

13. KEY MANAGERIAL PERSONNEL

Pursuant to the provision of Section 203 of the Companies Act, 2013, the Company has also the designated key managerial personnel of the Company. The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Mr. Bajrang Dass Aggarwal Managing Director
Mr. Gunjan Kumar Karn Company Secretary
Mr. Umesh Bansal Chief Financial Officer

14. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no significant events, changes occurred between the end of the financial year and till the date of this report which would materially affect the financial position of the Company.

15. BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

16. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet with the criteria of independence, as prescribed under Section 149 of the Companies Act, 2013 and Regulation 25 of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companys code of conduct.

The Board of Directors of the Company consists of four independent Directors namely

(i) Sh. Neeraj Chhabra

(ii) Sh. Ram Awtar Mittal

(iii) Sh. Vishnu Bhagwan

(iv) Sh. Kishan Lal

The above Four Directors of the Company gave statement pursuant to section 149 of the Companies Act, 2013 at the Board Meeting held on May 28, 2018 for the year 2018-19. The same was considered and approved by the Board. The Statements is annexed as Annexure-II to this report.

17. SEPARATE MEETING OF INDEPENDENT DIRECTOR

The Company has convened and held a separate meeting of Independent Director on 28.05.2018, 11.08.2018, 14.11.2018 & 14.02.2019 during the period under review.

18. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company strives to maintain an appropriate combination of executive, nonexecutive and independent Directors subject to Minimum of 3 and Maximum of 12 Directors including at least one Women Director in compliance with the legal requirements.

The Nomination and Remuneration Committee of the Company leads the process for Board Appointment in accordance with the requirements of the Companies Act, 2013, SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 and other applicable regulations or policy guidelines.

During the previous year under review the Company has adopted the Nomination and Remuneration Policy for Directors, KMPs and Other Employees. The policy is available on website of the Company i.e. www.vikaswspltd.in ) .The Nomination and Remuneration policy of the Company is attached in Annexure III to this Report.

19. EXTRACT OF ANNUAL RETURN

In terms of provisionsof Section 92 and Section 134(3) (a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules,2014, the extracts of Annual Return of the Company inForm MGT-9 is annexed herewithas Annexure-IV to thisreport. An extractof the annual return of the Company has been placed on the website of the Company and can be accessed at https://vikaswspltd.in/ wp-content/uploads/20io/08/MGT-9.pdf under theinvestor information section.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V thereto, Management Discussion and Analysis Report has been appended separately, which forms part of this Report and the Annual Report as Annexure-V.

21. CORPORATE GOVERNANCE

Corporate Governance is the application of best Management Practices, Compliance of Laws in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders i.e. shareholders, management, employees, customers, vendors, regulators and the community at large. Your company places prime importance on reliable financial information, integrity, transparency, empowerment and compliance with the law, in letter and spirit.

The regulators have also emphasized on the requirement of good corporate governance practices in corporate management. Your Company also takes proactive approach and revisits its governance and practices from time to time so as to meet business and regulatory requirements.

At Vikas WSP Limited, Corporate Governance is more a way of business than a mere legal obligation. Besides complying with the prescribed Corporate Governance practices as per the Listing Regulations the Company has voluntarily adopted various practices of governance confirming to highest ethical and responsible standard of business, globally benchmarked.

Compliance of Corporate Governance provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year 2018-2019 has been provided in the Corporate Governance Report.

A Certificate from M/s S Vivek & Associates, Practicing Company Secretary of the Company, confirming compliance of Corporate Governance, as stipulated under the Listing Regulations, is annexed as Annexure-VI to this report.

Certificate of the CFO, inter-alia, confirming the correctness of the financial statements, compliance with Companys Code of Conduct, adequacy of the internal control measures and reporting of matters to the auditors and the Audit committee in terms of Regulation 17 of the Listing Regulations is attached in the Corporate Governance report, and is annexed as Annexure-XII to this report.

The Corporate Governance Report, inter-alia, contains the following disclosures:

a) Details of Board & Committee Meetings

b) Composition of Sustainability & Corporate Social Responsibility Committee

c) Whistle Blower Policy (Vigil Mechanism)

d) Appointment & Remuneration Policy (for Directors, Key Managerial Personnel, Senior Management and other Employees of the Company) pursuant to the provision of Section 178 of the Act read Regulation 19 of the Listing Regulations)

e) Performance Evaluation criteria of the Board, its Committees & individual Directors

22. DIRECTOR RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) read with Section 134(5), your directors state that the audited financial statements of the Company for the financial year 2018-19 are in full conformity with the requirements of the Companies Act, 2013 and have been audited by its Statutory Auditors.

Your directors further state that: -

I) In the preparation of the annual accounts for the year ended March 31, 2019, the applicable accounting standards had been followed and there is no material departure from the same;

II) 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 ended March 31, 2019 and of the profit of the Company for the year ended on that date;

III) The Directors had taken proper and sufficient care 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;

IV) The Directors had prepared the annual accounts on the going concern basis;

V) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

VI) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

23. LOANS, GUARANTEES AND INVESTMENT

During the financial year 2018-2019 under review, the Company has not given any loan or guarantee or made any investment in terms of Section 186 of the Companies Act, 2013.

24. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made there under.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE 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 - VII hereto and forms part of this Report.

26. FIXED DEPOSITS

During the year under review, the Company had not invited or accepted any fixed deposits from public under Chapter V of the Companies Act, 2013 and the Rules made thereunder.

27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT AFTER THE BALANCE SHEET DATE

There are no material changes and Commitments affecting the Financial Position of the Company between the end of Financial Year and date of this report.

28. INTERNAL AUDIT & FINANCIAL CONTROL

The Company had appointed M/s Sanjay Goyal & Associates as an internal auditor of the Company for the financial year 2018-19. They conducted their audit on quarterly basis. The Board of Director considers its recommendations and plan Companys 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. Internal Auditors findings are discussed with the process owners and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

29. PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration of Directors u/s 197(12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is Annexed as Annexure VIII to this report.

The information, as required to be provided in terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of Companies (Appointment and Remuneration OF Managerial Personnel) Rules, 2014 is annexed as Annexure-VIII to this report.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company did not made any provision for CSR in the Reported financial year 2018-19 due to financial losses. However, the management is already under process to implement a medical education facility in the local area and the earlier year CSR Amount will be used in this program. The Current years calculation sheet for CSR amount is annexed as Annexure-IX to this report.

31. ANNUAL BOARD EVALUATION AND FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

A note on the familiarization programmer adopted by the Company for orientation and training of the Directors, and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations is provided in the

Report on Corporate Governance, which forms part of this Report.

32. INDEPENDENT DIRECTOR FAMILARISA- TION PROGRAMME

The Company has arranged a familiarization program for Independent Directors of the Company and details has been provided on Company website on the following link:- (http://www.vikaswspltd.in)/familirasitionpr ogramme-WSP.docx

33. ANNUAL REPORT

In terms of the provision of Section 136(1) of the Companies Act, 2013, Rule 10 of Companies (Accounts of Companies) Rules, 2014 and Regulation 36 of the Listing Regulations, the Board of Directors has decided to circulate the Annual Report containing salient features of the balance sheet and statement of profit and loss and other documents to the shareholders for FY 20182019, who have not registered their e-mail id. The Annual Report is being circulated to the members excluding Annexure to the Board Reports viz. Policy on Nomination, Remuneration and Board Diversity, Secretarial Audit Report, Report on Corporate Governance and Auditor Certificate on compliance of conditions of Corporate Governance, Extract of Annual Return, Note on Energy Conservation Technology Absorption and Foreign Exchange Earnings & Outgo and Disclosures relating to remuneration u/s 197(12) read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014. Members who desire to obtain the full version of the report may write to the Company Secretary at the Corporate office address and will be provided with a copy of the same. Full version of the Annual Report will also be available on the Companys website www.vikaswspltd.in .

34. VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Company has established a vigil mechanism under section 177(9) of Companies Act, 2013 and Regulation 22 of the SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 and has adopted the "Vigil Mechanism/Whistle Blower Policy" of the Company. As per the policy objective, the Company encourages its employees who have concerns about suspected misconduct, to come forward and express these concerns without fear of punishment or unfair treatment. A vigil mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director/Chairman of the Audit Committee in exceptional cases. Such policy is made available on the website of the Company (http://www.vikaswspltd.in)/yiGIL- MECHANISM-AND-WHISTLE-BLOWER- POLICY.pdf

35. 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 SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The said policy is available on the Companys website viz. www.vikaswfspltd.in c

The details of all related party transaction are provided in Annexure X to the report.

36. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

There were no instances where the Company failed to implement any corporate action within the specified time limit

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

There has been no significant and material order passed by any regulator, courts or tribunals impacting the going concern status and operations of the Company in future.

38. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

No case was filed, to be disposed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the financial year under review.

At Vikas WSP Limited, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

At Vikas WSP Limited, every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Courtesy. The Direct Touch (Whistle-Blower & Protection Policy) policy provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The policy also includes misconduct with respect to discrimination or sexual harassment.

The Company also has in place Prevention of Sexual Harassment Policy. This Anti-Sexual Harassment policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

An Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year:

1. No. of complaints received Nil
2. No. of complaints disposed off Nil

39. SUSPENSION OF SECURITIES OF THE COMPANY

The Equity Shares of the Company have not been suspended from the trading.

40. RISK MANAGEMENT

Risk management is embedded in Vikas WSP Limited operating framework. The Company believes that managing risks goes hand-inhand with maximizing returns. To this effect there is a robust process in place to identify key risks across the Group and prioritize relevant action plans to mitigate these risks. Risk Management framework is reviewed periodically by the Board and the Audit & Risk Management Committee, which includes discussing the management submissions on risks, prioritizing key risks and approving action plans to mitigate such risks.

The Company has a duly approved Risk Management Policy. The objective of this policy is to have a well-defined approach to risk. The Policy lays broad guidelines for the appropriate authority so as to be able to do timely identification, assessment and prioritization of risks affecting the Company in the short and foreseeable future. The Policy suggests framing an appropriate response action for the key risk identified, so as to make sure that risks are adequately compensated or mitigated.

The Internal Audit function is responsible to assist the Audit & Risk Management Committee on an independent basis with a full status of the risk assessments and management.

Operationally, risk is being managed at the top level by Management Boards and at operating level of Executive Committee of circles in India.

Detailed discussion on Risk Management forms part of Management Discussion & Analysis under the section Risks and Concerns, which forms part of this Annual Report. At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

41. INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

42. DISCLOSURE ON AUDIT COMMITTEE

Vikas WSP Limited has a qualified and independent Audit Committee. During the year under review there was no change in the composition of Audit Committee.

The Company complies with the provisions related to Audit Committee and SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013. The composition of the Audit Committee as on March 31, 2019 is as under:

Name of Committe e members DIN Category
1. Mrs. Kamini Jindal 05268741 Executive Director, Member
2. Mr. Neeraj Chhabra 06467189 NonExecutive - Independent Director, Member
3. Mr. Ram Awtar Mittal 02303734 NonExecutive - Independent Director, Chairperson

All Members of the Committee are financially literate. For more details thereof kindly refer to the section Committees of the Board - Audit Committee, in the Corporate Governance Report.

The Committee has adequate powers to play an effective role as required under the provisions of the Act and Listing Regulations. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Audit Committee..

43. AUDITORS:

In terms of the provisions of Section 139 of the Companies Act, 2013, M/s S. Prakash Aggarwal & Co, Chartered Accountants, were appointed as the Companys Statutory Auditors by the shareholders in the AGM held on 30 September 2015, for a period of Five years i.e. till the Annual General Meeting to be held in 2020.

The Said appointment is subject to ratification by the members at every AGM. Accordingly, the Appointment of M/s S. Prakash Aggarwal & Co, Chartered Accountants, as the Companys statuary Auditors, is placed for ratification by the members. The Company has received a certificate from the Statutory Auditor to the effect that ratification of their appointment, if made shall be in accordance with the provisions of Section 141 of the Companies Act, 2013.

In terms of Section 40 of the Companies (Amendment) Act, 2017 notified on May 7, 2018 as per the Notification issued by Ministry of Corporate Affairs, Govt. of India [File No.1/1/2018-CL.I dated May 07, 2018]., the requirement for ratification of Appointment of

Statuary Auditors by members at every Annual General Meeting has been omitted and accordingly, members approval is not required for ratification of their appointment annually. The Board has duly examined the statutory auditors Report to the financial statements, which is self-explanatory. Clarifications, wherever necessary, have been included in the Notes to financial statements section of the Annual Report.

44. SECRETARIAL AUDITORS

The Company had appointed M/s. S Vivek & Associates, Company Secretaries, to conduct its Secretarial Audit for the Financial Year ended March 31, 2019. The Secretarial

Auditors have submitted their report for compliance of the provisions of applicable Corporate Laws and other applicable Lows on the Company. The Report on Secretarial Audit is self-explanatory on compliances and attached as Annexure-XI-A to this report.

Secretarial Compliance Report Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, in addition to secretarial audit, Annual Secretarial Compliance Report given by M/s. S Vivek & Associates, Company Secretaries on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder is annexed as Annexure-XI-B.

Further, pursuant to above said SEBI circular, listed entities shall additionally, on an annual basis, require a check by the Practicing Company Secretary on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, consequent to which, the Practicing Company Secretary shall submit a report to the listed entity in the manner specified in this circular. The Company has obtained annual secretarial compliance report from Vivek Sharma of M/s. S Vivek & Associates, Company Secretaries for the financial year ended march 31, 2019 and same has been submitted to the stock exchanges within the stipulated time, copy of which is appended to the Report on Annual Report.

45. APPRECIATION

Your Directors wish to place on record their sincere appreciation of the efforts and dedicated services of all the employees who have contributed by staying with the Company in the tough period.

46. CFO CERTIFICATION

The Certificate required under Regulation 17(8) of the Listing Regulations, duly signed by the CFO of the Company was placed before the Board. The same is provided as Annexure XII to this report.

47. GREEN INITIATIVES

Electronics copies of the Annual Report 201819 and the Notice of the 31st Annual General Meeting are sent to all members whose email addresses are registered with the Company/ depositary participants. For members who have not registered their email address, physical copies are sent in the permitted mode.

48. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Companys \ www.vikaswsvlkd.in .

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

49. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING IN COMPANIES SECURITIES

Your company has formulated code of conduct for prevention of Insider Trading in Companys Securities ("Code") in accordance with SEBI (Prohibition of Insider Trading) Regulation, 2015. The Objective of this code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in share s of the Company by its Degsignated Person s. M r. Gunjan Kumar Karn, Company Secrecy and Compliance Officer of the Company are authorized to act as Compliance officer under the Code.

50. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, L013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the of Company Secretaties of India and notified by Ministry of Corporate Affairs.

51. HONOURED LISTING ON NSE PLATFORM

First half of 2019-20 hes been considered es e year of success end achievements. In one of e circular issued by National Stock Exchange Limited, dated, August 16, 2019, Saturday, hevn honoured end permitted Vikes WSP Limited end securities of other 13 Companies to trade end admitted to dncl on the exchange. Such circular wes effective from Monday, August 19, 2019.

Various Points would hevn been considered by the National Stock Exchange Limited before honouring 14 such Companies including Vikes WSP Limited. Our Company hes always complied with ell thn Compliances that were applicable end hed always complied with ell thn Corporate Governance requirements.

Vikes WSP Limited is thankful to thn National Stock Exchange Limited for such honoured Listing.

NSE Symbol: VIKASWSP ISIN: INE706A01022

(Download ref. No.: NSE/CML/41893 end circular ref. no.: 0693/2019)

https://www.nseindia.com/content/circulars/ML41893 .pdf

ACKNOWLEDGEMENTS

Thn Board of Directors places on record its appreciation for the support, assistance and co-operation received from Government, Regulators and thn bankers to thn Company, i.n. Union Bank of Indie, Punjab National Bank end Union Bank of Indie.

Thn Board is thankful to thn shareholders for thnir support to thin Company. Thin Board is also thankful to thn employees of thn Company for thnir co-operation and unstinted dedication to duty leading to cordial industrial relations during the year under review.

For and on behalf of the Board of Directors

SD/-

Bajrang Dass Aggarwal

Chairman cum

Managing Director (DIN: - 00036553)

Place : Sri Ganganagar

Date : 04.09.2019