Vitan Agro Industries Ltd Directors Report.

Dear Members,

We are pleased to present the report on our business and operations for the year ended 31st March, 2017.

1. Results of our Operations:

The Companys financial performance for the year ended 31st March, 2017 is summarised below;

Rs. In lacs
Particulars FY 2016-17 FY 2015-2016
Revenue from Operations 119.22 898.60
Other Income 39.24 45.44
Total Income 158.47 944.04
Total Expenses 146.20 933.07
Profit Before Tax & Extraordinary Items 12.27 10.97
Tax Expense
-Current Tax 0.11 3.39
-Deferred Tax Liability/(Assets) (0.15) (0.18)
-MAT Credit Entitlement (0.11) -
Net Profit for the Year 12.42 7.77

a. Review of operations and affairs of the Company:

i. Overview of the Operations of the Company:

(i) Your company is in engaged in the business is trading in Agro based products like Pulses, Grains, Spices, Edible Oil, Agarbattis and Agro Based - Fast Moving Consumer Goods. The Vision of your company is to a global player in Agro industry and moving forward to evolve as a pioneer company in Agro and Food industry by running successful "Speciality Stores" and has a strategic business vision of forward and backward integrated units.

(ii) The Share Holders of the Company at the AGM held on 30th September, 2015 approved the resolution under Section 2(46), 2(87), 186, 188 and all other applicable provisions of the Companies Act, 2013, read along with rules thereof, and pursuant to clauses of Listing Agreement read along with the Companys Policy on Determining Material Subsidiary and accorded their approval to the Board of Directors of the Company to enter in to a Share Purchase Agreement with the Shareholders of M/s. Amirdam Food Private Limited (CIN: U15549TN1995PTC033387) (herein after referred to as "AFP") to acquire the

100% Paid-up Equity Share Capital along with voting rights of AFP constituting 12,50,000 Equity Shares at the Book value of Rs. 0.90/- per shares arrived at on the basis of the Audited Financials of AFP for the FY 2014-2015. The Board of Directors of the Company acquired 100% Voting Rights in AFP on w.e.f. 01st October, 2015.

However, in the light of the future prospective and competitive environment in the city like Chennai and due to the operational difficulties of running a Hotel Business in Chennai, the Board of Directors of the Company was of the opinion to disinvest 100% of the paid up capital from AFP at a book value of Rs.1.40 per shares arrived on the basis of the Audited Financials of AFP for the FY 2015-2016. Which was approved by the shareholders as a Special Resolution vide decleration of results of the Postal Ballot held on 4th February, 2017 for the Postal Ballot Notice dated 28th December, 2016.

Subsequently the Company disinvested its entire holding in Amirdam Food Private Limited on 31st March, 2017.

Further it is submit that its is because of the same reason that the Company has not drawn up consolidated Financial Satement.

ii. Financial overview:

During the year under review, the Company has earned a profit before Tax & Extraordinary Items of Rs.12.27/-lacs as compared to previous year Rs. 10.97/-lacs. The net profit for the year under review has been Rs.12.42 lacs as compared to the previous year net profit Rs. 7.77 lacs. Your Directors are continuously looking for avenues for future growth of the Company in Agro and Food Industry.

b. Material Changes & Commitments, if any:

i. The Board of Directors of the Company at their meeting held on 18th March, 2016 had decided to incorporate a 51% subsidiary Company under the name and style of "The Grant Catering Private Limited" with a Paid-up Capital of Rs. 10,00,000/-, subject to the requisite approval from the Ministry of Corporate Affairs. However, requisite approval for the incorporation of the same was not granted.

Later the Board of Directors of the Company at their meeting held on 25th June, 2016 had changed its view and decided to incorporate an 33% Associate Company under the name and style of "F9 Hospitality Private Limited" with the same paid up capital subject to the requisite approval from the Ministry of Corporate Affairs. However, due to non-availability of the said name requisite approval was not granted. Further the board decided to opt for a new name i.e Barottas Hospitality Private Limited.

However, the Board of Directors at its meeting held today on 1st August, 2016 changed its view and decided not to incorporate or invest in the aforesaid associate Company due to Companys internal policy decisions.

ii. The registered office of the Company is presently situated at Chennai, Tamil Nadu.

However, keeping in view that the majority of Investors are based in the Western part of India, the growth potential and the opportunities in the state of Maharashtra coupled with the low cost of human resources and other physical infrastructure facilities as required for the business, the Company desires to enlarge, widen, expand and extend the area of operations of the Company in the state of Maharashtra. Further, the Company, in future, will like to focus its main operations/projects in the state of Maharashtra and its surrounding areas which will enable the Company to conduct its operations more economically and efficiently.

Accordingly, the Board of Directors proposed to shift the registered office of the Company from the state of Tamil Nadu to the state of Maharashtra i.e. from Chennai to Mumbai and recommended the resolution for the approval of the shareholders to be passed as Special Resolution through Postal Ballot.

Subsequently, vide Announcement of Results of the Postal Ballot on 15th July, 2017 for the Postal Ballot Notice dated 24th May, 2017, the resolution for shifting the registered office of the Company from the state of Tamil Nadu to the state of Maharashtra i.e. from Chennai to Mumbai was approved by the shareholders of the Company.

c. Dividend:

Your Directors do not recommend any dividend for the year under review, and has decided to retain the surplus with the company for furthering the growth of the Company. d. Transfer to Reserves:

The entire net profit of the company for the FY 2016-2017 is retained as Surplus. The Company has not proposed to transfer any amount to any reserve.

e. Deposits:

During the year under review, your company has not accepted any deposits from the public within the meaning of section 76 of the Companies Act 2013 and the rules there under. There are no public deposits, which are pending for repayment.

f. Particulars of loans, guarantees or investments:

Loans and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Further it is informed that the Company has neither given any guarantees nor provided any security during the Financial Year under review.

g. Particulars of contracts or arrangements made with related parties:

The Company has not entered in any contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, during the financial year under review. The Policy on Related Party Transaction is available on our website www.vitanagroindustriesltd.com.

h. Variation in market Capitalization:

Increase
As at 31st As at 31st
Particulars / Decrease
March, 2017 March, 2016
in %
Market Value per share (In Rs.) 10.10 13.73 (26.44)
No. of Shares 8,35,35,650 8,35,35,650 -
Market Capitalization (In Rs.) 84,37,10,065 114,69,44,475 (26.44)
EPS (In Rs.) 0.01 0.01 -
Price earnings ratio 1,010 1,373 (26.44)

i. Managements Discussion and Analysis:

Managements Discussion and Analysis Report for the year under review, as stipulated under

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is appended as Annexure-I to this report.

j. Directors Responsibility Statement:

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; (ii) the 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; (iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (erstwhile Companies Act, 1956) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the directors have prepared the annual accounts on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; (vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

k. Recommendations of the Audit Committee:

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

2. Human Resource Management:

To ensure good human resources management at Vitan Agro Industries Limited, we focus on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company,employees are motivated through various skill-development,engagement and volunteering programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams, including the leadership.

a. Particulars of employees:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure II to this report.

There are no employees who were in receipt of remuneration in excess of the ceiling prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further as on 31st March, 2017 the Company had no employees and the Disclosure with respect to details of the Top 10 employees as on 31st March, 2017 in pursuance to Rule 5(2)& Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not apply.

The Company currently do not provide any Employee Stock Option Scheme/Employee Stock Purchase Scheme to its employees.

b. Key Managerial Personnel:

i. Managing Director or Chief Executive Officer or Manager and in their absence, a

Whole-Time Director:

Mr. Thilakarasu Venkatasamy (DIN: 01753148) was the Whole-Time Director of the company till the closing hrs of 01st August, 2017 Mr. Navin Somani Kumar (DIN: 07887499) has been appointed the Managing Director of the Company w.e.f 02nd August, 2017.

ii. Company Secretary:

The Position of Company Secretary is vacant in the Company. The Board is in the Process of identifying a suitable candidate for the said position.

iii. Chief Financial Officer:

Mr.Venkatesh Nagercoil Chandrasekaran was appointed as the Chief Financial Officer w.e.f., 01st February, 2016. However, he resigned from the post of Chief Financial Officer w.e.f., 18th March, 2017. The Position of Chief Financial Officer is vacant in the Company. The Board is in the Process of identifying a suitable candidate for the said position.

3. Corporate Governance:

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. At Vitan Agro Industries Limited, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

In pursuance to the SEBI regulation 15(2)(a) of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015; the compliancewith the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V is not mandatory for a company having paid up share capital not exceeding 10 Crore or Net-worth not exceeding 25 Crore, as on the last day of preceding FY and it is hereby informed that your Company during the preceding financial year neither has the paid-up capital nor the Net-worth of Rs. 10 crore and Rs. 25 crore respectively. Thus the Compliance of Corporate Governance provisions shall not apply for the Company and the Report on corporate governance as stipulated under Schedule V of the SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015 is not being disclosed as the Compliance with the same is not mandatory.

a. Compliance Department:

During the year under review, following changes took place with respect to the Compliance Officer of the Company: Mr.Thilakarasu Venkatasamy (DIN: 01753148) Whole-Time Director, acting as the Compliance Officer for the FY 2016-2017. Subsequently Mr. Thilakarasu Venkatasamy resigned from the Directorship of the Compay w.e.f.m from closing hrs of 01st August, 2017, thus vacting the position of Complice officer as well. Mr. Navin Somani Kumar (DIN: 07887499) was appointed as the Managing Director of the company w.e.f., 02nd August, 2017 and further he has been appointed as the Compliance Officer of the company w.e.f. from the same date. The Board is in the Process of identifying a suitable candidate for the position of Company Secretary cum Compliance Officer.

The compliance department of the company is responsible for independently ensuring that the operating and business units comply with regulatory and internal guidelines. New instructions/guidelines issued by the regulatory authorities were disseminated across the company to ensure that the business and business units operate within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes.

b. Information on the Board of Directors of the Company:

As on the date of the report, following changes took place in the Composition of Board of Directors of the Company;

(i) The Shareholders at the Annual General Meeting of the Company held on 29th September, 2016 approved the following; a. Re-appointment of Mrs.Prabhakaran Maheshwari DIN: 00594789) who retired by rotation. b. Regularization and Appointment of Mr Thilakarasu Venkatasamy (DIN:

01753148) as the Whole-time Director of the Company to hold office for a period of two year i.e., from 02nd November, 2015 to 01st November, 2017. c. Regularization of the Appointment of Mr.AthimoolamDakshinamoorthy (DIN:

03325082) as the Independent Director of the Company to hold office for five consecutive years, for a term upto 12th November, 2020.

(ii) The Board of Directors of the Company at the Meeting held on 18th May, 2017 approved the following; a. Appointment of Mr. Rakesh Shivratan Mishra (DIN: 03322090) as an Additional cum Independent Director of the Company w.e.f.18th May, 2017 to hold office till the conclusion of the ensuing Annual General Meeting. b. Taking on record the resignation tendered by Mr. Athimoolam

Dakshinamoorthy (DIN: 03325082), Independent Director of the Company expressing his inability to continue as the Director of of the Company w.e.f., the closing hrs of 18th May, 2017.

(iii) The Board of Directors of the Company at the Meeting held on 20th June, 2017 approved the following; a. Appointment of Mr. Sunil Surendra Pachlangia (DIN: 07850377) as an

Additional cum Independent Director of the Company w.e.f. 20th June, 2017 to hold office till the conclusion of the ensuing Annual General Meeting. b. Taking on record the resignation tendered by Mrs. Prabhakaran Maheshwari

(DIN: 00594789), Non-Executive Director of the Company expressing her inability to continue as the Director of of the Company w.e.f., the closing hrs of 20th June, 2017. c. Taking on record the resignation tendered by Mr. Pattamadai Veerabahu

Subramaniam (DIN: 07274504), Independent Director of the Company expressing his inability to continue as the Director of of the Company w.e.f., the closing hrs of 20th June, 2017.

(iv) The Board of Directors of the Company at the Meeting held on 01st August, 2017 approved the following; a. Appointment of Mr. Navin Somani Kumar (DIN: 07887499) as an Additional

Director of the Company w.e.f. 01st August, 2017 to hold office till the conclusion of the ensuing Annual General Meeting. b. Appointment of Ms. Priyanka Gaur (DIN: 07775206) as an Additional cum

Independent Director of the Company w.e.f. 01st August, 2017 to hold office till the conclusion of the ensuing Annual General Meeting. c. Taking on record the resignation tendered by Mr. Thilakarasu Venkatasamy

(DIN: 01753148), Whole-Time Director of the Company expressing his inability to continue as the Director of of the Company w.e.f., the closing hrs of 01st August, 2017. d. Taking on record the resignation tendered by Mr. Baskaran Sathya Prakash

(DIN: 01786634), Independent Director of the Company expressing his inability to continue as the Director of of the Company w.e.f., the closing hrs of 01st August, 2017. e. Appointment of Mr. Navin Somani Kumar (DIN: 07887499) as the Managing

Director of the Company for a period of three years starting from 02nd August, 2017 and ending on 01st August, 2020, subject to the approval of the Shareholders of the Company.

In compliance with the Companies Act, 2013 the following directors are proposed to be appointed as Director/Independent Directors/Executive Director of the Company by the approval of the Share Holders of the Company; (i) Mr. Rakesh Shivratan Mishra (DIN: 03322090) be regularised as Independent Director of the Company to hold office for five consecutive years, for a term upto 17th May, 2022. (ii) Mr. Sunil Surendra Pachlangia (DIN: 07850377) be regularised as Independent Director of the Company to hold office for five consecutive years, for a term upto19th June, 2022. (iii) Ms. Priyanka Gaur (DIN:07775206) be regularised as Independent Director of the Company to hold office for five consecutive years, for a term upto 31st July, 2022. (iv) Mr. Navin Somani Kumar (DIN:07887499) be regularised and appointed as the Managing Director for a period of three year i.e, from 02nd August, 2017 to 01st August, 2020. c. Board Diversity:

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website www.vitanagroindustriesltd.com.

d. Details with regards to meeting of Board of Directors of the Company:

i. The Composition of Board of Directors of the Company as on the date of this report is as under:

Name Designation Category
Mr. Navin Somani Kumar Managing Director Executive Director
Mr. Rakesh Shivratan Mishra Director Indpendent Director
Mr. Sunil Surendra Pachlangia Director Independent Director
Ms. Priyanka Gaur Director Independent Director

ii. Meeting of Board of Directors and Attendance During the year:

During the FY 2016-2017, 13 (Thirteen) meetings of the Board of Directors of the Company were held i.e. on 28th May, 2016, 30th May, 2016, 25th June, 2016, 01st July, 2016, 01st August, 2016, 11th August, 2016, 31st August, 2016, 03rd September, 2016, 14th November, 2016, 28th December, 2016, 04th February, 2017, 11th February, 2017 and 18th March, 2017.

Details of the attendance at the Board Meetings during the financial year and at the last Annual General Meeting and also the number of Directorships held by Directors is mentioned below;

No. of

No. of Chairmanship/

Attendance

Director-

Membership of

Particulars

Board Committees in

ships in

other Companies#

other
Name of Director
Board Last Public
Chairman Member
Meetings AGM Company*
Mr.Thilakarasu Venkatasamy9 13 Yes NA NA NA
Mrs.Prabhakaran Maheshwari4 13 Yes NA NA NA
Mr.Baskaran Sathya Prakash8 13 Yes NA NA NA
Mr.Pattamadai Subramanian Veerabahu5 13 Yes NA NA NA
Mr.Athimoolam Dakshinamoorthy2 13 Yes NA NA NA
Mr. Rakesh Shivratan Mishra1 NA NA - - -
Mr. Sunil Surendra Pachlangia3 NA NA - - -
Mr. Navin Somani Kumar6 NA NA - - -
Ms. Priyanka Gaur7 NA NA 1 NA NA

Note:

*The Directorships held by the Directors as mentioned below do not include Alternate Directorships and Directorships held in Foreign Companies, and Companies registered under Section 25 of the Companies Act, 1956 or Section 8 of the Companies Act, 2013. #In accordance with Regulation 26(b) of SEBI Listing Regulations, Memberships / Chairmanships of only the Audit Committees and Stakeholders Relationship Committee in all Public Limited Companies has only been considered.

1 Appointed as Additional cum Independent Director w.e.f 18.05.2017 2 Resigned from the Board w.e.f 18.05.2017 3 Appointed as Additional cum Independent Director w.e.f 20.06.2017 4 Resigned from the Board w.e.f 20.06.2017 5 Resigned from the Board w.e.f 20.06.2017

6 Appointed as Additional Director w.e.f 01.08.2017 and at the same meeting he was appointed as Managing Director w.e.f. 02.08.2017 7 Appointed as Additional cum Independent Director w.e.f 01.08.2017 8 Resigned from the Board w.e.f 01.08.2017 9 Resigned from the Board w.e.f 01.08.2017 e. Policy on directors appointment and remuneration:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on the date of this report, the Board consist of 4 Members, of which 1 is an Executive Director and 3 are Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The Policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board, is appended as Annexure III to this report. We affirm that the remuneration paid to the director is as per the terms laid out in the said policy.

f. Declaration by Independent Directors:

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

g. Training of Independent Directors:

Every new Independent Director at the time of appointment is issued a detailed Appointment Letter incorporating the role, duties and responsibilities, remuneration and performance evaluation process, Code of Conduct and obligations on disclosures.

Further every new Independent Director is provided with copy of latest Annual Report, the Code of Conduct, the Code of Conduct for Internal Procedures and to Regulate, Monitor and Report

Trading by Insiders ("Code of Conduct - PIT") and the Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information (the "Fair Practice Code"), Tentative

Schedule of upcoming Board and Committee meetings.

The Company through its Executive Directors / Key Managerial Personnel conduct programs / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company.

Thus such programs / presentations provides an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the

Companys strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time. The Policy on the Familiarization Programme for Independent Directors is available on our website www.vitanagroindustriesltd.com.

h. Boards Committees:

i. Composition of the Committees of the Board as on the date of this Report is mentioned below;

Position in the
Name of the Committee Name of the Member
Committee
Mr.Rakesh Shivrathan Mishra Chairman
Audit Committee Mr.Sunil Surendra Pachlangia Member
Mr. Navin Somani Kumar Member

 

Position in the
Name of the Committee Name of the Member
Committee
Mr. Sunil Surendra Pachlangia Chairman
Nomination and
Mr.Rakesh Shivrathan Mishra Member
Remuneration Committee
Ms. Priyanka Gaur Member
Mr.Sunil Surendra Pachlangia Chairman
Stakeholders Relationship
Mr.Rakesh Shivrathan Mishra Member
Committee
Mr.Navin Somani Kumar Member

ii. Meeting of Audit Committee and Attendance During the Year:

During the financial year under review, The Audit Committee Meetings were held 10 times a year viz., 28th May, 2016, 25th June, 2016, 01st July, 2016, 01st August, 2016, 11th August, 2016, 31st August, 2016, 03rd September, 2016, 14th November, 2016, 28th December, 2016 and 11th February, 2017 and the attendance of the members at the Audit Committee meetings was as follows:

Attendance Particular

Name of the Director Meeting Held Meeting Attended
during his tenure during his tenure
Mr.BaskaranSathya Prakash 10 10
Mr.Pattamadai Subramanian Veerabahu 10 10
Mr.Thilakarasu Venkatasamy 10 10

iii. Meeting of Nomination and Remuneration Committee and Attendance During the

Year:

During the financial year under review, The Nomination and Remuneration Committee Meetings was held twice a year viz., 31st August, 2016 and 18th March, 2017 and the attendance of the members at the Nomination and Remuneration Committee meeting was as follows:

Attendance Particular

Name of the Director Meeting Held Meeting Attended
during his tenure during his tenure
Mr.Athimoolam Dakshinamoorthy 2 2
Mr.BaskaranSathya Prakash 2 2
Mr.Pattamadai Subramanian Veerabahu 2 2

iv. Meeting of Stakeholder Relationship Committee and Attendance During the Year:

During the financial year under review, Stakeholder Relationship Committee Meetings were held 5 times a year viz., 28th May, 2016, 11th August, 2016, 31st August, 2016, 14th November,2016, and 11th February, 2017 and the attendance of the members at the Stakeholder Relationship Committee meeting was as follows:

Attendance Particular

Name of the Director Meeting Held during Meeting Attended
his tenure during his tenure
Mr.Athimoolam Dakshinamoorthy 5 5
Mr.Baskaran Sathya Prakash 5 5
Mr.Pattamadai Subramanian Veerabahu 5 5

i. Board Evaluation:

The board of directors has carried out an annual evaluation of its "own performance", "Board committees" and "individual directors" pursuant to the section 134(3) of the Companies Act, 2013.

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 ("NRC") 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 was evaluated, The same was discussed in the board meeting that followed the meeting of the independent Directors at which the report as submitted by the Independent Directors was taken on record and discussed.

j. Listing:

The equity shares of Vitan Agro Industries Limited(Scrip Code: 538548) is listed at BSE.

The Board of Directors of the Company subsequent to the listing of the Equity Shares of the Company at BSE Limited applied for Delisting of the securities of the Company from both Madras Stock Exchange Limited and Delhi Stock Exchange Limited and received the approval from Madras Stock Exchange Limited for Delisting of securities w.e.f., 15th October, 2014, but during the pendency of approval from Delhi Stock Exchange Limited, SEBI vide its Order Ref. No. WTM/PS/45/MRD/DSA/NOV/2014 dated 19th November, 2014 De-recognized Delhi Stock Exchange w.e.f., 19th November, 2014.

However awaiting for the Final Exit Order from SEBI the Company had been complying with and submitting all the Compliances to the Delhi Stock Exchange. Subsequently SEBI vide its Exit Order No. WTM/SR/SEBI/MRD-DSA/04/01/2017 dated 23rd Janaury, 2017 has provide Exit to Delhi Stock Exchange w.r.f. 23rd January, 2017.

The Board of Directors of the Company is now of the Opinion that the securities of the Company shall stand delisted from Delhi Stock Exchange w.e.f the date of the said Exit Order i.e 23rd January, 2017.

Your Company paid the Listing Fees to the BSE Limited for the year 2016-17 & 2017-18.

k. Insider Trading

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has constituted a comprehensive Code titled as "Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders" which lays down guide lines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing insecurities of the Company. The said Code is available on our website www.vitanagroindustriesltd.com.

4. Auditors: a. Statutory Auditor:

At the Annual General Meeting held on 1st September, 2014, M/s. R A N K S & Associates, Chartered Accountants (Firm Registration No. 329271E) were appointed as the statutory auditor of the company to hold office from the conclusion of the 27th Annual General Meeting till the conclusion of the 31st Annual General Meeting and subsequent to the written resignation letter dated 1st August, 2017 received by the company from M/s. R A N K S & Associates, Chartered Accountants, stating their unwillingness to continue as the Statutory Auditor of the company with immediate effect, the appointment by the Board of Directors of the Company at the meeting held on 01st August, 2017 of M/s. S. Somani & Associates, Chartered Accountants (FRN: 135797W), as the statutory Auditor of the Company, to fill up the casual vacancy, from 1st August, 2017 till the conclusion of the 30th Annual General Meeting is placed for ratification by the shareholders. In this regards, the Company has received a certificate from the Auditors to the effect that if their appointment is ratified, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Further, Board of Directors of the company recommends M/s. S. Somani & Associates, Chartered Accountants (FRN: 135797W), the retiring auditor of the Company for re-appointment and to hold office from the conclusion of this the 30th Annual General Meeting till the conclusion of the 35th Annual General Meeting of the Company to be held in the year 2022 (subject to ratification of its appointment at every AGM), at such remuneration plus service tax, out-of-pocket, travelling, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditor."

b. Secretarial Auditors:

Ms. Deepika K, Company Secretary (COP: 18437) was appointed to conduct the Secretarial Audit of the Company for the FY 2015-2016, as required under the Section 204 of the Companies Act, 2013 and Rules there under. The Secretarial Audit Report for the FY 2016-2017 is appended as Annexure IV to this report.

c. Comments of the Board on the qualification/reservation/adverse remarks/disclosure made:

(i) by the Statutory Auditors in the Audit Report:

The Auditors report does not contain any qualifications, reservations or adverse remarks

(ii) by the Secretarial Auditors in the Secretarial Audit Report:

i. The Company has not appointed a Company Secretary and/or Compliance Officer in terms of Section 203 (1)(ii) of the Companies Act, 2013 and Regulation 6 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The Board with respect to the above mentioned qualification herewith submits that, the Board is in the Process of identifying a suitable candidate for the position of Company Secretary cum compliance Officer.

ii. The Company has not appointed an Auditor/Firm of Auditors who has/have subjected himself/themselves to peer review process and holds a valid certificate issued by Peer Review Board of Institute of Chartered Accountants of India as stipulated under Regulation 33 (1)(d) SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

The Board with respect to the above mentioned qualification herewith submits that, the Board has appointed M/s. S.Somani & Associates, Chartered Accountants, as Auditors of the Company to hold of ce till the conclusion of the 30th Annual General Meeting of the Company by way of filling up of casual vacancy. Further the Board has recommended the appointment of M/s. S.Somani & Associates as the Statutory Auditors of the Company for a perio of 5 years, from the Conclusion of 30th Annual General Meeting to the Conclusion of 35th Annual General Meeting subject to ratification of the Auditor(s) by the shareholders at every Annual General Meeting. However, M/s. S.Somani & Associates, Chartered Accountants., has not subjected themselves to peer review process under the Peer Review Board of Institute of Chartered Accountants, It was assured by them that they shall subject themselves to peer review process under the Peer Review Board of Institute of Chartered Accountants in FY 2017-2018.

d. Internal Financial Control:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

e. Risk Management:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The Company has identified various risks and also has mitigation plans for each risk identified. The Risk Management Policy of the Company is available on our website www.vitanagroindustriesltd.com.

f. Vigil Mechanism:

The Company has established a mechanism for Directors and employees to report their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company. Employees can report to the Management concerned unethical behaviour, act or suspected fraud or violation of the Companys Code of Conduct Policy. No Employee has been denied access to the Audit Committee. Further the policy has been placed on our website www.vitanagroindustriesltd.com.

g. Statement on Material Subsidiary:

The Company vide Postal Ballot dated 04th February, 2017 passed as special resolution with regard to Disinvestment in M/s. Amirdam Food Private Limited, A Wholly Owned Subsidiary of The Company. Therefore the Company currently do not have any Material Subsidiary.

The Policy on Identification of Material Subsidiaries is available on our website www.vitanagroindustriesltd.com.

5. Corporate Social Responsibility:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 is not applicable to the company. a. Particulars on conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo:

(i) Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals/ Investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption, etc, are not applicable.

(ii) Foreign Exchange Earnings and Outgo:

The Company has not earned or spent any foreign exchange during the year under review.

(iii) Research and Development & Technology Absorption:

The Company has not adopted any technology for its business and hence no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business.

6. Others:

a. Extract of Annual Return:

In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure V to this Report.

b. Significant and Material Orders:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

c. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013. All the employees (permanent, Contractual, temporary, Trainees) are covered under this policy.

During the year under review, no complaints were received falling under the category of Sexual Harassment of Women.

d. Reporting of Fraud by Auditors:

No Fraud has been reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013.

e. Soliciting Shareholders Information:

This is to inform you that the company is in the process of updation of records of the shareholders in order to reduce the physical documentation as far as possible.

With new BSE Uniform listing agreement, it is mandatory for all the investors including transferors to complete their KYC information. Hence, we have to update your PAN No., Phone no. and e-mail id in our records. We would also like to update your current signature records in our system. To achieve this, we solicit your co-operation in providing the following details to us; a. If you are holding the shares in dematerialized form you may update all your records with your Depository Participant (DP). b. If you are holding shares in physical form, you may provide the following: i. Folio No. ii. Name

iii. Pan No. iv. E-mail ID v. Telephone No. vi. Specimen Signatures (3 in Nos.)

f. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect to the following items as there were no transactions on these items during the year under review: (i) Issue of equity shares with differential rights as to dividend, voting, or otherwise. (ii) Issue of shares (including sweat equity shares) to employees of the company under any scheme.

(iii) Redemption of Preference Shares and/or Debentures.

7. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, and support, your companys achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the company.

By Order of the Board of Directors

For VITAN AGRO INDUSTRIES LIMITED

Sd/- Sd/-
NAVIN SOMANI KUMAR RAKESH SHIVRATAN MISHRA
Date : 14.08.2017 (DIN: 07887499) (DIN:03322090)
Place : Chennai Managing Director Director