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Vitan Agro Industries Ltd.

BSE: 538548 Sector: Others
NSE: N.A. ISIN Code: INE186Q01023
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OPEN 4.94
PREVIOUS CLOSE 5.20
VOLUME 3756
52-Week high 22.80
52-Week low 4.94
P/E 247.00
Mkt Cap.(Rs cr) 41
Buy Price 4.94
Buy Qty 1954.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.94
CLOSE 5.20
VOLUME 3756
52-Week high 22.80
52-Week low 4.94
P/E 247.00
Mkt Cap.(Rs cr) 41
Buy Price 4.94
Buy Qty 1954.00
Sell Price 0.00
Sell Qty 0.00

Vitan Agro Industries Ltd. (VITANAGRO) - Director Report

Company director report

DIRECTOR'S REPORT

Dear Members

We are pleased to present the report on our business and operations for the year ended31st March 2016.

1. Results of our Operations:

The Company's financial performance for the year ended 31st March 2016 issummarised below;

Rs. In lacs
Particulars FY 2015-2016 FY 2014-2015
Revenue from Operations 898.60 515.74
Other Income 45.44 56.29
Total Income 944.04 572.03
Total Expenses 933.07 524.32
Profit Before Tax & Extraordinary Items 10.97 47.71
Tax Expense
-Current Tax 3.39 14.78
-Deferred Tax Liability/(Assets) (0.18) 0.03
Net Profit for the Year 7.77 32.91

The Company's consolidated financial performance for the year ended 31stMarch 2016 is summarised below;

Rs. In lacs

Particulars FY 2015-2016
Revenue from Operations 1382.28
Other Income 45.85
Total Income 1428.13
Total Expenses 1412.34
Profit Before Tax & Extraordinary Items 15.79
Tax Expense
-Current Tax 4.31
-Deferred Tax (0.18)
- Mat Credit Entitlement -
Net Profit for the Year 11.65

a. Review of operations and affairs of the Company:

i. Company Overview:

(i) Your company is in engaged in the business is trading in Agro based productslike Pulses Grains Spices Edible Oil Agarbattis and Agro Based - Fast Moving ConsumerGoods. The Vision of your company is to a global player in Agro industry and movingforward 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 backwardintegrated units.

(ii) The Company vide its Resolution passed at the 28th Annual GeneralMeeting held on 30th September 2015 and subsequent meeting of Board ofDirectors of the Company held on 1st October 2015 entered in a Share Purchase Agreementwith the Erstwhile Promoters of M/s. Amirdam Food Private Limited and acquired 100% of theShareholding of M/s. Amirdam Foods Private Limited. The Business Profile of M/s. AmirdamFood Private Limited (CIN:

U15549TN1995PTC033387) ("Herein after referred to as "AFP") having itsregistered office at No.5 Shoping Complex SAF Games Village Koyambedu Chennai 600 107is as under;

M/s. Amirdam Food Private Limited was earlier known M/s. Sukra Waters Pvt Ltd andbefore that as M/s. Shree Mineral Waters Pvt Ltd. APF was carrying the business ofpackaged drinking water business from 1997 to 2013 due to intensive competition fallingsale prices and increase in cost the management of AFP decided to change its businessactivity. AFP post 2013 ventured in to the business activity of Fine Dinning PureVegetarian Restaurants under the Brand

Name of "Hotel Jeevan Cafe'" under Franchise model. The First Hotel JeevanCafe was inaugurated at Arcot. The Restaurant serves a variety of food items of SouthIndian North Indian Tandoor Chinese Juices Desserts Snacks Coffee Tea etc.Subsequently during the past few years AFP has inaugurated 4 more Restaurants under thebrand "Jeevan Hotel Cafe" at Vadapalani Pallikkarani Maraimalai Nagar andPonneri TK.

Subsequently APF has in the FY 2015-2016 has venture in to brand new restaurant underthe name of "ANNALAYA" at Nungambakkam a pure vegetarian southern specialityrestaurant getting recognised as must visit place for South Indian Meals at affordablepricing. All the Restaurants a fully Air Conditioned generally with a seating capacity ofaround 50-100 people.

(iii) The Board of Directors of the Company subsequent to the AGM at theirmeeting held on 1st October 2015 entered in a Share Purchase Agreement with Mr. SingaraBabu Indira Kumar (DIN: 00892351) the Promoter (Representing all the shareholders) ofM/s. A-Diet Express Hospitality Service Limited and it was agreed in the Share PurchaseAgreement that the payment w.r.t. to the transaction shall be made good by the end of 31stMarch 2016.

However at the Meeting of Board of Directors of the Company held on 13th November2015 Mr. Singara Babu Indira Kumar (DIN: 00892351) the erstwhile Promoter of M/s. A-DietExpress Hospitality Service Limited and Managing Director of our Company resigned from theposition of Managing Director w.e.f. 13th November 2015 and also formally issued theCompany a letter whereby informing the company his request to rescind the Share PurchaseAgreement. Thus the Board of Directors of the Company at the same meeting subject to theapproval of the shareholders of the Company decided to revoke the said Share PurchaseAgreement. The said contract between the Company and Mr. Singara Babu Indira Kumar (DIN:00892351) the Promoter (Representing all the shareholders) of M/s. A-Diet ExpressHospitality Service Limited stood null and void w.e.f. 13th November 2015. This led thecompany to not acquire any shares of M/s. A-Diet Express Hospitality Service Limited.Further it is hereby informed that the ratification of the said decision of Board ofDirectors of the Company is proposed in the ensuing AGM.

ii. Financial overview:

(i) Standalone:

During the year under review the Company has earned a profit before Tax &Extraordinary Items of Rs.10.947/- lacs as compared to previous year Rs. 47.71/-lacs. Thenet profit for the year under review has been Rs.7.77 lacs as compared to the previousyear net profit Rs. 32.91 lacs. Your Directors are continuously looking for avenues forfuture growth of the Company in Agro and Food Industry.

(ii) Consolidated (with M/s. Amirdam Food Private Limited):

The Consolidated profit before Interest Depreciation & Tax for the year is Rs.49.97 lacs .The consolidated net profit for the year under review has been Rs. 11.65 lacs.

b. Material Changes & Commitments if any:

i. The Shareholders at the 28th Annual General Meeting of the Company heldon 30th September 2015 had passed the resolution approving the sub-division of equityshares of the Company from Rs.10/- per shares to Re.1/- per share.

Subsequently the Board of Directors of the Company at their meeting held on 20thOctober 2015 had fixed 27th November 2015 as the Record Date for the purpose ofsubdivision of the equity shares of the Company and submitted the requisitedocuments/intimations to the BSE Ltd. and Delhi Stock Exchange for the Sub-Division of theEquity Shares of the Company further to which BSE Ltd. has issued a notice dated 4thNovember 2015 intimating the trading members about the fixation of the Record Date.

Thereafter the Company also submitted the requisite documents with CDSL and NSDL forthe generation of New ISIN and the corporate Action. Further the new ISIN INE186Q01023 wasactivated by CDSL on 16th November 2015 and the same was also confirmed by NSDL videtheir letter 18th November 2015 and the same had been intimated to the Stock Exchange(s).Further to which BSE vide notice dated 18th November 2015 informed the tradingmembers that the new ISIN number generated for Equity Shares of Re. 1/- each of thecompany shall be effective for trades done on and from the Ex-Date i.e. November 26 2015.

ii. The Board of Directors of the Company at their meeting held on 18thMarch 2016 had decided to incorporate a 51% subsidiary Company under the name and styleof "The Grant Catering Private Limited" with a Paid-up Capital of Rs.1000000/- 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 2016had changed its view and decided to incorporate an 33% Associate Company under the nameand style of "F9 Hospitality Private Limited" with the same paid up capitalsubject to the requisite approval from the Ministry of Corporate Affairs. However due tonon-availability of the said name requisite approval was not granted. Further the boarddecided to opt for a new name i.e Barottas Hospitality Private Limited.

However the Board of Directors at its meeting held today on 1st August2016 changed its view and decided not to incorporate or invest in the aforesaid associateCompany due to Company's internal policy decisions.

c. Dividend:

Your Directors do not recommend any dividend for the year under review and has decidedto 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 2015-2016 is retained as Surplus. TheCompany 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 thepublic within the meaning of section 76 of the Companies Act 2013 and the rules thereunder. 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 ofthe notes to the financial statements provided in this Annual Report. Further it isinformed that the Company has neither given any guarantees nor provided any securityduring 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 partiesreferred to in section 188(1) of the Companies Act 2013 during the financial year underreview. The Policy on Related Party Transaction is available on our websitewww.vitanagroindustriesltd.com.

h. Variation in market Capitalization:

Particulars As at 31st March 2016 As at 31st March 2015
Market Value per share (In Rs.) 13.73 12.70
No. of Shares 83535650 83535650
Market Capitalization (In Rs.) 1146944475 1060898945
EPS (In Rs.) 0.01 0.04
Price earnings ratio 1373 325.77
Percentage increase/decrease in the Market 8%
Price of the Shares in comparison with the last
year

Note: The Company has Sub-Divided the Equity Shares of the company from Rs. 10/- pershare to Re.1/- per share w.e.f. 27th November 2015 and accordingly theprevious year's figures have been reclassified.

i. Management's Discussion and Analysis:

Management's Discussion and Analysis Report for the year under review as stipulatedunder

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

j. Director's Responsibility Statement:

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act 2013 the Boardof Directors to the best of their knowledge and ability confirm that: (i) in thepreparation of the annual accounts the applicable accounting standards have been followedand there are no material departures; (ii) the directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit and loss of the Company forthat period; (iii) the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 (erstwhile Companies Act 1956) for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities; (iv) thedirectors have prepared the annual accounts on a going concern basis; (v) thedirectors have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively; (vi) thedirectors have devised proper systems to ensure compliance with the provisions of allapplicable 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 wereaccepted by the Board.

2. Human Resource Management:

To ensure good human resources management at Vitan Agro Industries Limited we focus onall aspects of the employee life cycle. This provides a holistic experience for theemployee as well. During their tenure at the Company employees are motivated throughvarious skill-development engagement and volunteering programs. All the while we createeffective dialogs through our communication channels to ensure that the feedback reach therelevant teams including the leadership.

a. Particulars of employees:

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

There are no employees who were in receipt of remuneration in excess of the ceilingprescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

The Details of the Top 10 employees as on 31st March 2016 as prescribed inthe Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is appended as Annexure III

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

b. Key Managerial Personnel: i. Managing Director or Chief Executive Officer or Managerand in their absence a

Whole-Time Director:

? Mr. Dinanath Shyamsundar (DIN: 06428256) was the Whole-Time Director from the startof the FY till 30th September 2015. ? Mr. Singara Babu Indira Kumar (DIN: 00892351) wasappointed as the Managing Director w.e.f 1st October 2015.

? Mr. Singara Babu Indira Kumar (DIN: 00892351) resigned as the Managing Director w.e.f13th November 2015. ? Mr. Thilakarasu Venkatasamy (DIN: 01753148) has beenappointed the Whole-Time Director w.e.f. 02nd November 2015.

ii. Company Secretary:

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

iii. Chief Financial Officer:

? Mr. Karuppaiyan Thiyagarajan was appointed as the Chief Financial Officer w.e.f 1stJune 2015. ? Mr. Karuppaiyan Thiyagarajan resigned from the post of Chief FinancialOfficer w.e.f 31st January 2016. ? Mr. Venkatesh Nagercoil Chandrasekaran hasbeen appointed as the Chief Financial Officer w.e.f. 01st February 2016.

3. Corporate Governance:

Corporate governance is an ethically driven business process that is committed tovalues aimed at enhancing an organization's brand and reputation. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholders' expectations. At Vitan Agro Industries Limited it isimperative that our company affairs are managed in a fair and transparent manner. This isvital to gain and retain the trust of our stakeholders. The Company is committed tomaintain the highest standards of corporate governance and adhere to the corporategovernance requirements set out by SEBI. The Company has also implemented several bestcorporate governance practices as prevalent globally.

In pursuance to the SEBI regulation 15(2)(a) of Chapter IV of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015; thecompliance with the corporate governance provisions as specified in regulations 17 1819 20 2122 23 24 25 26 27 and clauses (b) to (i) of sub-regulation (2) ofregulation 46 and para C D and E of Schedule V is not mandatory for a company havingpaid up share capital not exceeding 10 Crore or Net-worth not exceeding 25 Crore as onthe last day of preceding FY and it is hereby informed that your Company during thepreceding financial year neither has the paid-up capital nor the Net-worth of Rs. 10 croreand Rs. 25 crore respectively. Thus the Compliance of Corporate Governance provisionsshall not apply for the Company and the Report on corporate governance as stipulated underSchedule V of the SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015is not being disclosed as the Compliance with the same is not mandatory. a. ComplianceDepartment:

During the year under review following changes took place with respect to theCompliance Officer of the Company:

Mr. Dinanath Shyamsundar (DIN: 06428256) Whole-Time Director was the ComplianceOfficer from the start of the FY till 30th September 2015.

Mr. Singara Babu Indira Kumar (DIN: 00892351) Managing Director was appointed as theCompliance Officer w.e.f 1st October 2015.

Mr. Singara Babu Indira Kumar (DIN: 00892351) Managing Director cum Compliance Officerresigned from the position of Directorship of the Company thus vacating the office ofCompliance officer w.e.f 13th November 2015.

Mr. Thilakarasu Venkatasamy (DIN: 01753148) Whole-Time Director was appointed as theCompliance Officer w.e.f. 02nd November 2015.

The Board is in the Process of identifying a suitable candidate for the position ofCompany Secretary cum Compliance Officer.

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

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

During the year under review following changes took place in the Composition of Boardof Directors of the Company; (i) The Board of Directors of the Company at the Meeting heldon 29th August 2015 approved the following;

a. Appointment of Mr. Baskaran Sathya Prakash (DIN: 01786634) as the AdditionalDirector cum Independent Director w.e.f. 29th August 2015 to hold office tillthe conclusion of the ensuing Annual General Meeting.

b. Appointment of Mr. Pattamadai SubramaniamVeerabahu (DIN: 07274504) as the AdditionalDirector cum Independent w.e.f. 29th August 2015 to hold office till theconclusion of the ensuing Annual General Meeting.

(ii) The Board of Directors of the Company at the Meeting held on 15thSeptember 2015 took on record the resignation Mr. Thilakarasu Venkatasamy (DIN:01753148)from the directorship of the Company w.e.f. 15th September 2015.

(iii) The Shareholders at the Annual General Meeting of the Company held on 30thSeptember 2015 approved the following;

a. Retirement by Rotation of Mr. Dinanath Shyamsundar (DIN:06428256) from theDirectorship of the Company w.e.f. 30th September 2015.

b. Regularization of the Appointment of Mr. Baskaran Sathya Prakash (DIN: 01786634) asthe Independent Director of the Company to hold office for five consecutive years for aterm upto 28th August 2020.

c. Regularization of the Appointment of Mr. Pattamadai Subramanian Veerabahu (DIN:07274504) as the Independent Director of the Company to hold office for five consecutiveyears for a term upto 28th August 2020.

d. Regularization and Appointment of Mr. Singara Babu Indira Kumar (DIN: 00892351) asthe Managing Director of the company for a period of one year with effect from 01stOctober 2015 to 30th September 2016.

e. Regularization and Appointment of Mrs. Prabhakaran Maheshwari (DIN: 00594789) as theNon-Executive Director of the Company w.e.f. 30th September 2015.

(iv) The Board of Directors of the Company at the Meeting held on 02ndNovember 2015 approved the following;

a. Appointment of Mr Thilakarasu Venkatasamy (DIN: 01753148) as the AdditionalDirector with immediate effect to hold office till the conclusion of the ensuing AnnualGeneral Meeting.

b. Appointment of Mr Thilakarasu Venkatasamy (DIN: 01753148) as the Whole TimeDirector for a period of one year w.e.f. 2nd November 2015 to 1st November2016 Subject to approval of the Shareholders of the Company.

(v) The Board of Directors of the Company at the Meeting held on 13thNovember 2015 approved the following;

a. Appointment of Mr. Athimoolam Dakshinamoorthy (DIN: 03325082) as an AdditionalDirector cum Independent Director w.e.f. 13th November to hold office till theconclusion of the ensuing Annual General Meeting.

b. Taking on record the resignation of Mr Singara Babu Indira Kumar (DIN: 00892351)from the directorship of the Company w.e.f 13th November 2015.

c. Taking on record the resignation of Mr. Amit Hajarilal Chaurasiya (DIN: 06629868)from the directorship of the Company w.e.f 13th November 2015.

In compliance with the Companies Act 2013 the following directors are proposed to beappointed as Director/Independent Directors/Executive Director of the Company by theapproval of the Share Holders of the Company; (i) Mr. Thilakarasu Venkatasamy (DIN:01753148) be regularised and appointed as the Whole-time Director of the Company for aperiod of two year i.e. from 02nd November 2015 to 01st November2017. (ii) Mr. Athimoolam Dakshinamoorthy (DIN: 03325082) be regularised as IndependentDirector of the Company to hold office from 13th November 2015 to 12thNovember 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 perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage. TheBoard has adopted the Board Diversity Policy which sets out the approach to diversity ofthe Board of Directors. The Board Diversity Policy is available on our websitewww.vitanagroindustriesltd.com.

d. Details with regards to meeting of Board of Directors of the Company: i. TheComposition of Board of Directors of the Company as on the date of this report is asunder:

Name Designation Category
Mr. Thilakarasu Venkatasamy Whole Time Director Executive Director
Mrs. Prabhakaran Maheshwari Director Non-Executive Director
Mr. Baskaran Sathya Prakash Director Independent Director
Mr. Pattamadai Subramanian Director Independent Director
Veerabahu
Mr. Athimoolam Dakshinamoorthy Director Independent Director

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

During the FY 2015-2016 16 (Sixteen) meetings of the Board of Directors of the Companywere held i.e. on 29th May 2015 14th August 2015 29thAugust 2015 01st September 2015 15th September 2015 01stOctober 2015 20th October 2015 02nd November 2015 13thNovember 2015 28th November 2015 22nd December2015 22ndJanuary 2016 01st February 2016 04th February 2016 13thFebruary 2016 and 18th March 2016.

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

Attendance Particulars No. of Director -ships in other No. of Chairmanship/ Membership of Board Committees in other Companies#
Name of Director Board Meeting Last AGM Public Compan y* Chairman Member
s
Mr. Dinanath Shyamsundar 3 5 Yes NA NA NA
Mr. Amit Hajaralal 6 8 Yes NA NA NA
Mr. Singara Babu Indira Kumar 6 8 Yes NA NA NA
Mr. Thilakarasu Venkatasamy 2 & 4 13 NA 1 - -
Mrs. Prabhakaran Maheshwari 16 Yes - - -
Mr. Baskaran Sathya Prakash 1 13 Yes 2 1 2
Mr. Pattamadai Subramanian 13
Yes - - -
Veerabahu 1
Mr. Athimoolam Dakshinamoorthy 5 7 NA - - -

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

1 Appointed as Independent Director of the Company w.e.f 29th August2015.

2 Resigned from the Directorship of the Company w.e.f 15th September2015.

3 Resigned from the Directorship of the Company w.e.f 30th September 2015.

4 Appointed as Whole Time Director of the Company w.ef 2nd November2015.

5 Appointed as Independent Director of the Company w.e.f 13th November 2015.

6 Resigned from the Directorship of the Company w.e.f 13th November 2015.

e. Policy on directors' appointment and remuneration:

The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As on 31st March 2016 the Boardconsist of 5 Members 1 of who is an Executive Director and 1 of whom is a Non-ExecutiveDirector and the 3 are Independent Directors. The Board periodically evaluates the needfor change in its composition and size.

The Policy of the Company on Director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of director andother matters provided under Section 178(3) of the Companies Act 2013 adopted by theBoard is appended as Annexure IV to this report. We affirm that the remunerationpaid 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 underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid 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 detailedAppointment Letter incorporating the role duties and responsibilities remuneration andperformance evaluation process Code of Conduct and obligations on disclosures.

Further every new Independent Director is provided with copy of latest Annual Reportthe Code of Conduct the Code of Conduct for Internal Procedures and to Regulate Monitorand Report Trading by Insiders ("Code of Conduct - PIT") and the Code ofPractices & 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 strategyoperations and functions of the Company. Thus such programs / presentations provides anopportunity to the Independent Directors to interact with the senior leadership team ofthe Company and help them to understand the

Company's strategy business model operations service and product offerings marketsorganization structure finance human resources technology quality facilities and riskmanagement and such other areas as may arise from time to time. The Policy on theFamiliarization Programme for Independent Directors is available on our websitewww.vitanagroindustriesltd.com.

h. Board's Committees:

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

Name of the Name of the Member Position in the
Committee Committee
Audit Committee Mr. Baskaran Sathya Prakash Chairman
Mr. Pattamadai Subramanian Veerabahu Member
Mr. Thilakarasu Venkatasamy Member
Nomination and Mr. Athimoolam Dakshinamoorthy Chairman
Remuneration Mr. Baskaran Sathya Prakash Member
Committee Mr. Pattamadai Subramanian Veerabahu Member
Stakeholders Mr. Athimoolam Dakshinamoorthy Chairman
Relationship Mr. Baskaran Sathya Prakash Member
Committee Mr. Pattamadai Subramanian Veerabahu Member

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

During the financial year under review The Audit Committee Meetings were held 5 timesa year viz. 29th May 2015 14th August 2015 01stSeptember 2015 13th November 2015 and 13th February 2016and the attendance of the members at the Audit Committee meetings was as follows:

Attendance Particular
Name of the Director Meeting Held during his tenure Meeting Attended during his tenure
Mr. Singara Babu Indira Kumar16 & 7 2 2
Mrs. Prabhakaran Maheshwari2 2 2
Mr. Dinanath Shyamsundar5 3 3
Mr. Baskaran Sathya Prakash3 3 3
Mr. Pattamadai Subramanian Veerabahu4 3 3
Mr. Thilakarasu Venkatasamy8 2 2

Note:

1He was removed from the membership of the Committee w.e.f 29thAugust 2015 thus also vacating the position of Chairman of the Committee.

2She was removed from the membership of the Committee w.e.f 29thAugust 2015.

3 He was inducted as the member cum Chairman of the Committee w.e.f 29thAugust2015 3She was removed from the membership of the Committee w.e.f 29thAugust2015. 4 He was inducted as member of the Committee w.e.f 29thAugust2015.

5 He resigned from the Directorship of the Company w.e.f 30thSeptember 2015 thus also vacating the membership of the Committee as well.

6 He was inducted as member of the Committee w.e.f 01st October 2015.

7 He was removed from the membership of the Committee w.e.f 2ndNovember 2015.

8 He was inducted as member of the Committee w.e.f 2nd November 2015.

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

During the financial year under review The Nomination and Remuneration CommitteeMeetings was held 7 times a year viz. 29th May 2015 29thAugust201501st September2015 15th September2015 02ndNovember 2015 13th November 2015 and 01st February2016 and theattendance of the members at the Nomination and Remuneration Committee meeting was asfollows:

Attendance Particular
Name of the Director Meeting Held during his tenure Meeting Attended during his tenure
Mr. Amit Hajaralal4 & 5 6 6
Mr. Singara Babu Indira Kumar1 2 2
Mrs. Prabhakaran Maheshwari1 2 2
Mr. Baskaran Sathya Prakash2 5 5
Mr. Pattamadai Subramanian Veerabahu2
5 5
3 & 7
Mr. Athimoolam Dakshinamoorthy6 1 1

Note:

1 They were removed from the membership of the Committee w.e.f 29thAugust 2015

2 They were inducted as the member of the Committee w.e.f 29thAugust2015.

3 He was re-designated the Chairman of the Committee w.e.f 1stOctober 2015.

4 He was re-designated the member of the Committee w.e.f 1st October2015.

5 He resigned from the Directorship of the Company w.e.f 13th November2015 thus also vacating the membership of the Committee as well.

6 He was inducted as the member cum Chairman of the Committee w.e.f 13th November2015.

7 He was re-designated the member of the Committee w.e.f 13th November2015.

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

During the financial year under review Stakeholder Relationship Committee Meetingswere held 8 times a year viz. 29th May 2015 14th August 2015 18thAugust 201501st September2015 20th October 2015 13thNovember2015 28th November 2015 and 13th February 2016 and theattendance of the members at the Stakeholder Relationship Committee meeting was asfollows:

Attendance Particular
Name of the Director Meeting Held during his tenure Meeting Attended during his tenure
Mr. Amit Hajaralal 4 & 5 5 5
Mr. Singara Babu Indira Kumar 1 2 2
Mr. Thilakarasu Venkatasamy 1 2 2
Mr. Baskaran Sathya Prakash 2 5 5
Mr. Pattamadai Subramanian Veerabahu
5 5
2 3 & 7
Mr. Athimoolam Dakshinamoorthy 6 2 2

Note:

1 They were removed from the membership of the Committee w.e.f 29thAugust 2015

2 They were inducted as the member of the Committee w.e.f 29thAugust2015.

3 He was re-designated the Chairman of the Committee w.e.f 1stOctober 2015.

4 He was re-designated the member of the Committee w.e.f 1st October2015.

5 He resigned from the Directorship of the Company w.e.f 13th November2015 thus also vacating the membership of the Committee as well.

6 He was inducted as the member cum Chairman of the Committee w.e.f 13th November2015.

7 He was re-designated the member of the Committee w.e.f 13th November2015.

i. Board Evaluation:

The board of directors has carried out an annual evaluation of its "ownperformance" "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 allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

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

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole was evaluated The same was discussed inthe board meeting that followed the meeting of the independent Directors at which thereport 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 atBSE.

The Board of Directors of the Company subsequent to the listing of the Equity Shares ofthe Company at BSE Limited applied for Delisting of the securities of the Company fromboth Madras Stock Exchange Limited and Delhi Stock Exchange Limited and received theapproval from Madras Stock Exchange Limited for Delisting of securities w.e.f. 15thOctober 2014 but during the pendency of approval from Delhi Stock Exchange Limited SEBIvide its Order Ref. No. WTM/PS/45/MRD/DSA/NOV/2014 dated 19th November 2014 De-recognizedDelhi Stock Exchange w.e.f. 19th November 2014. Therefore the Equity Shares of theCompany is deemed to be Delisted from the Delhi Stock Exchange Limited w.e.f. 19thNovember 2014.

Your Company paid the Listing Fees to the Exchange for the year 2015-16 as well as2016-17 entered with the said Stock Exchange.

k. Insider Trading

In compliance with the SEBI (Prohibition of Insider Trading) Regulations 2015 yourCompany has constituted a comprehensive Code titled as "Code of Conduct for InternalProcedures and to Regulate Monitor and Report Trading by Insiders" which lays downguide lines and advises the

Directors and Employees of the Company on procedures to be followed and disclosures tobe made while dealing insecurities of the Company. The said Code is available on ourwebsite www.vitanagroindustriesltd.com.

4. Auditors: a. Statutory Auditor:

The Company received a letter dated 22nd December 2015 from the StatutoryAuditors of the Company that they have reconstituted N. Kanodia & Co. (FirmRegistration No. 327668E) as M/s. R A N K S & Associates Chartered Accountants (FirmRegistration No. 329271E).

At the Annual General Meeting held on 1st September 2014 M/s. N. Kanodia& Co. Chartered Accountants (Firm Registration No. 327668E) [herein after M/s. R A NK S & Associates] were appointed as statutory auditors of the Company from theconclusion of the 27th Annual General Meeting of the Company held on 1stSeptember 2014 till the conclusion of the 31st Annual General Meeting to beheld in the year 2018. In terms of the first proviso to Section 139 of the Companies Act2013 the appointment of the auditors shall be placed for ratification at every

Annual General Meeting. Accordingly the appointment of M/s. R A N K S &Associates. Chartered Accountants as Statutory Auditors of the Company is placed forratification by the shareholders. In this regards the Company has received a certificatefrom the Auditors to the effect that if their appointment is ratified it would be inaccordance with the provisions of Section 141 of the Companies Act 2013.

b. Secretarial Auditors:

M/s. Vishal Garg & Associations Company Secretaries were appointed to conduct theSecretarial Audit of the Company for the FY 2015-2016 as required under the Section 204of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Report for the FY2015-2016 is appended as Annexure V to this report.

c. Comments of the Board on the qualification/reservation/adverse remarks/disclosuremade: (i) by the Statutory Auditors in the Audit Report:

The Auditors' report does not contain any qualifications reservations or adverseremarks

(ii) by the Secretarial Auditors in the Secretarial Audit Report: i. TheCompany has not appointed a Company Secretary and/or Compliance Officer in terms ofSection 203 (1)(ii) of the Companies Act 2013 and Regulation 6 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulation 2015.

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

ii. The Company has not appointed an Auditor/Firm of Auditors who has/have subjectedhimself/themselves to peer review process and holds a valid certificate issued by PeerReview Board of Institute of Chartered Accountants of India as stipulated under Regulation33 (1)(d) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Board with respect to the above mentioned qualification herewith submits that theBoard is in the Process of identifying a suitable Auditor/Firm of Auditors who has/havesubjected himself/themselves to peer review process and holds a valid certificate issuedby Peer Review Board of Institute of Chartered Accountants of India; However the Board ofDirectors are of the view that M/s. R A N K S & Associates Chartered Accountants theStatutory Auditors of the Company are competent to handle the auditing of the Company. d.Internal Financial Control:

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

e. Risk Management:

The Company has a robust Risk Management framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company's competitive advantage. The business riskframework defines the risk management approach across the enterprise at various levelsincluding documentation and reporting. The framework has different risk models which helpin identifying risks trend exposure and potential impact analysis at a Company level asalso separately for business segments. The Company has identified various risks and alsohas mitigation plans for each risk identified. The Risk Management Policy of the Companyis available on our website www.vitanagroindustriesltd.com.

f. Vigil Mechanism:

The Company has established a mechanism for Director's and employee's to report theirconcerns relating to fraud malpractice or any other activity or event which is againstthe interest of the Company. Employees can report to the Management concerned unethicalbehaviour act or suspected fraud or violation of the Company's Code of Conduct Policy. NoEmployee has been denied access to the Audit Committee. Further the policy has been placedon our website www.vitanagroindustriesltd.com.

g. Statement on Material Subsidiary:

The Company has one wholly-owned subsidiary i.e. M/s. Amirdam Food Private Limitedw.e.f. 1st October 2015.

During the FY 2015-2016 the Board of Directors (‘the Board') reviewed the affairsof the subsidiaries. In accordance with Section 129(3) of the Companies Act 2013 we haveprepared consolidated financial statements of the Company with that of its subsidiarywhich form part of the Annual Report. Further a statement containing the salient featuresof the financial statement of our subsidiaries in the prescribed format AOC-1 is appendedas Annexure VI to the Board's report. The statement also provides the details ofperformance financial position of the subsidiary.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of our subsidiary are available on our websitewww.vitanagroindustriesltd.com. These documents will also be available for inspectionduring business hours at our registered office in Chennai India.

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

5. Corporate Social Responsibility:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 is not applicableto the company.

a. Particulars on conservation of energy research and development technologyabsorption and foreign exchange earnings and outgo: (i) Energy Conservation:

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

(ii) Foreign Exchange Earnings and Outgo:
Amount in Lacs
Particulars 2016 2015
Earnings - -
Expenditure - -

(iii) Research and Development & Technology Absorption:

The Company has not adopted any technology for its business and hence no reporting isrequired to be furnished under this heading. The Company will adopt necessary technologyas 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 anextract of the annual return in the prescribed format is appended as Annexure VIIto this Report.

b. Significant and Material Orders:

BSE vide notice no. 20151218-28 dated 18th December 2015 informed all theTrading Members of the Exchange about the requirement of the Company's which had issuedshares on Preferential basis in the previous 5 years to submit a Certificate to BSE fromthe Auditor failing which the trading in securities of those company shall be suspendedas a surveillance measure. In continuation with the above said notice BSE issued anotherNotice no. 20151221-2 dated 21st December 2015 informing all the TradingMembers of the Exchange that trading in securities in a list of 35 entities shall standsuspended / remain suspended w.e.f. 24th December 2015 till further action. Inthe said list of 35 entities M/s. Vitan Agro Industries Limited was one such entity. TheCompany vide its letter date 22nd December 2015 had submitted the requisitecertificate from the Auditor of the Company.

In this regards the Company filed a Write Petition vide W.P(C)715/2016 with Hon'bleHigh Court of Delhi for revocation of the Suspension of trading in the Script of theCompany.

Subsequently the Company received Order dated 27th January 2016 fromHon'ble High Court of Delhi directing the BSE to on or before 12th February2016 if satisfied recall the BSE Notice dated 21st December 2015 or continuethe suspension in security of the Company and if not satisfied to pass a reasoned orderthereon.

Subsequently BSE vide notice 20160210-4 dated 10th February2016 informedthe Company and the trading members that the trading in the equity shares of the Companyshall resume w.e.f. 11th February 2016.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal) Act2013. All the employees (permanent Contractual temporary Trainees) are covered underthis policy.

During the year under review no complaints were received falling under the category ofSexual 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 theCompanies Act 2013.

e. Soliciting Shareholder's Information:

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

With new BSE Uniform listing agreement it is mandatory for all the investors includingtransferors 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 currentsignature records in our system. To achieve this we solicit your co-operation inproviding the following details to us; a. If you are holding the shares in dematerializedform you may update all your records with your Depository Participant (DP). b. If you areholding 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 thefollowing 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 anyscheme.

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

7. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your company'sachievements would not have been possible. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the company.

By Order of the Board of Directors
For VITAN AGRO INDUSTRIES LIMITED
Sd/- Sd/-
THILAKARASU VENKATASAMY PATTAMADAI SUBRAMANIAN VEERABAHU
Date: 31.08.2016 (DIN: 01753148) (DIN: 07274504)
Place: Chennai Whole-Time Director Director