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 arms 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 Companys 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 Companys 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 Companys
website.
18. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION
AND DISCHARGE OF THEIR DUTIES
The Companys 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 Companys 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 Directors 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
stakeholders. It is the application of best management practices, compliance of law
and adherence to ethical standard to achieve the Companys 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.
Companys 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 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.
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 Companys internal financial control procedures ensure that
Companys 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 Companys 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 companys 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
companys 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
employees (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
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