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Vitan Agro Industries Ltd.

BSE: 538548 Sector: Others
NSE: N.A. ISIN Code: INE186Q01023
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VOLUME 1000
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P/E 247.00
Mkt Cap.(Rs cr) 41
Buy Price 0.00
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Sell Price 4.94
Sell Qty 270.00
OPEN 4.94
CLOSE 4.94
VOLUME 1000
52-Week high 20.00
52-Week low 4.94
P/E 247.00
Mkt Cap.(Rs cr) 41
Buy Price 0.00
Buy Qty 0.00
Sell Price 4.94
Sell Qty 270.00

Vitan Agro Industries Ltd. (VITANAGRO) - Director Report

Company director report

Dear Members

We are pleased to present the report on our business and operations for the year ended31st March 2017.

1. Results of our Operations:

The Company's financial performance for the year ended 31st March 2017 issummarised 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 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 Share Holders of the Company at the AGM held on 30th September 2015approved the resolution under Section 2(46) 2(87) 186 188 and all other applicableprovisions of the Companies Act 2013 read along with rules thereof and pursuant toclauses of Listing Agreement read along with the Company's Policy on Determining MaterialSubsidiary and accorded their approval to the Board of Directors of the Company to enterin to a Share Purchase Agreement with the Shareholders of M/s. Amirdam Food PrivateLimited (CIN: U15549TN1995PTC033387) (herein after referred to as "AFP") toacquire the

100% Paid-up Equity Share Capital along with voting rights of AFP constituting1250000 Equity Shares at the Book value of Rs. 0.90/- per shares arrived at on the basisof the Audited Financials of AFP for the FY 2014-2015. The Board of Directors of theCompany 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 citylike Chennai and due to the operational difficulties of running a Hotel Business inChennai the Board of Directors of the Company was of the opinion to disinvest 100% of thepaid up capital from AFP at a book value of Rs.1.40 per shares arrived on the basis of theAudited Financials of AFP for the FY 2015-2016. Which was approved by the shareholders asa Special Resolution vide decleration of results of the Postal Ballot held on 4thFebruary 2017 for the Postal Ballot Notice dated 28th December 2016.

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

Further it is submit that its is because of the same reason that the Company has notdrawn 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. Thenet profit for the year under review has been Rs.12.42 lacs as compared to the previousyear net profit Rs. 7.77 lacs. Your Directors are continuously looking for avenues forfuture 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 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.

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 partof India the growth potential and the opportunities in the state of Maharashtra coupledwith the low cost of human resources and other physical infrastructure facilities asrequired for the business the Company desires to enlarge widen expand and extend thearea of operations of the Company in the state of Maharashtra. Further the Company infuture will like to focus its main operations/projects in the state of Maharashtra andits surrounding areas which will enable the Company to conduct its operations moreeconomically and efficiently.

Accordingly the Board of Directors proposed to shift the registered office of theCompany from the state of Tamil Nadu to the state of Maharashtra i.e. from Chennai toMumbai and recommended the resolution for the approval of the shareholders to be passed asSpecial Resolution through Postal Ballot.

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

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 2016-2017 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 is informed that the Company has neither given any guarantees nor providedany 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 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:

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 83535650 83535650 -
Market Capitalization (In Rs.) 843710065 1146944475 (26.44)
EPS (In Rs.) 0.01 0.01 -
Price earnings ratio 1010 1373 (26.44)

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 the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures; (ii) the directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit and loss ofthe Company for that period; (iii) the directors have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof the Companies Act 2013 (erstwhile Companies Act 1956) for safeguarding the assets ofthe 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 theCompany and such internal financial controls are adequate and operating effectively; (vi)the directors 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 lifecycle. This provides a holistic experience for theemployee as well. During their tenure at the Companyemployees are motivated throughvarious skill-developmentengagement 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.

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

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 Manager and in their absence a

Whole-Time Director:

Mr. Thilakarasu Venkatasamy (DIN: 01753148) was the Whole-Time Director of the companytill 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 02ndAugust 2017.

ii. Company Secretary:

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

iii. Chief Financial Officer:

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

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; thecompliancewith the corporate governance provisions as specified in regulations 17 18 1920 2122 23 24 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation46 and para C D and E of Schedule V is not mandatory for a company having paid up sharecapital not exceeding 10 Crore or Net-worth not exceeding 25 Crore as on the last day ofpreceding FY and it is hereby informed that your Company during the preceding financialyear neither has the paid-up capital nor the Net-worth of Rs. 10 crore and Rs. 25 crorerespectively. Thus the Compliance of Corporate Governance provisions shall not apply forthe Company and the Report on corporate governance as stipulated under Schedule V of theSEBI (Listing Obligation & Disclosure Requirements) Regulations 2015 is not beingdisclosed as the Compliance with the same is not mandatory.

a. Compliance Department:

During the year under review following changes took place with respect to theCompliance Officer of the Company: Mr.Thilakarasu Venkatasamy (DIN: 01753148) Whole-TimeDirector 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 closinghrs of 01st August 2017 thus vacting the position of Complice officer aswell. Mr. Navin Somani Kumar (DIN: 07887499) was appointed as the Managing Director of thecompany w.e.f. 02nd August 2017 and further he has been appointed as theCompliance Officer of the company w.e.f. from the same date. The Board is in the Processof identifying a suitable candidate for the position of Company Secretary cum ComplianceOfficer.

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:

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

(i) The Shareholders at the Annual General Meeting of the Company held on 29thSeptember 2016 approved the following; a. Re-appointment of Mrs.PrabhakaranMaheshwari DIN: 00594789) who retired by rotation. b. Regularization and Appointment of MrThilakarasu Venkatasamy (DIN:

01753148) as the Whole-time Director of the Company to hold office for a period of twoyear 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 fiveconsecutive years for a term upto 12th November 2020.

(ii) The Board of Directors of the Company at the Meeting held on 18th May2017 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 2017to hold office till the conclusion of the ensuing Annual General Meeting. b. Taking onrecord the resignation tendered by Mr. Athimoolam

Dakshinamoorthy (DIN: 03325082) Independent Director of the Company expressing hisinability to continue as the Director of of the Company w.e.f. the closing hrs of 18thMay 2017.

(iii) The Board of Directors of the Company at the Meeting held on 20thJune 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 tohold office till the conclusion of the ensuing Annual General Meeting. b. Taking on recordthe resignation tendered by Mrs. Prabhakaran Maheshwari

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

Subramaniam (DIN: 07274504) Independent Director of the Company expressing hisinability to continue as the Director of of the Company w.e.f. the closing hrs of 20thJune 2017.

(iv) The Board of Directors of the Company at the Meeting held on 01stAugust 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 theconclusion 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 officetill the conclusion of the ensuing Annual General Meeting. c. Taking on record theresignation tendered by Mr. Thilakarasu Venkatasamy

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

(DIN: 01786634) Independent Director of the Company expressing his inability tocontinue as the Director of of the Company w.e.f. the closing hrs of 01stAugust 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 02ndAugust 2017 and ending on 01st August 2020 subject to the approval of theShareholders of the Company.

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. Rakesh Shivratan Mishra (DIN:03322090) be regularised as Independent Director of the Company to hold office for fiveconsecutive years for a term upto 17th May 2022. (ii) Mr. Sunil SurendraPachlangia (DIN: 07850377) be regularised as Independent Director of the Company to holdoffice 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 holdoffice 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 Directorfor a period of three year i.e from 02nd August 2017 to 01stAugust 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. The Composition of Board of Directors of the Company as on the date of this reportis 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 theCompany were held i.e. on 28th May 2016 30th May 2016 25thJune 2016 01st July 2016 01st August 2016 11thAugust 2016 31st August 2016 03rd September 2016 14thNovember 2016 28th December 2016 04th February 2017 11th February2017 and 18th March 2017.

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;

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 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 Additional cum Independent Director w.e.f 18.05.2017 2Resigned from the Board w.e.f 18.05.2017 3 Appointed as Additional cumIndependent Director w.e.f 20.06.2017 4 Resigned from the Board w.e.f20.06.2017 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 hewas appointed as Managing Director w.e.f. 02.08.2017 7 Appointed as Additionalcum Independent Director w.e.f 01.08.2017 8 Resigned from the Board w.e.f01.08.2017 9 Resigned from the Board w.e.f 01.08.2017 e. Policy ondirectors' 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 the date of this report the Board consistof 4 Members of which 1 is an Executive Director and 3 are Independent Directors. TheBoard periodically evaluates the need for 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 III 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 of Practices &Procedures for Fair Disclosure of Unpublished Price Sensitive Information (the "FairPractice 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 an opportunity to the Independent Directorsto interact with the senior leadership team of the 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;

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 timesa year viz. 28th May 2016 25th June 2016 01st July2016 01st August 2016 11th August 2016 31st August2016 03rd September 2016 14th November 2016 28thDecember 2016 and 11th February 2017 and the attendance of the members at theAudit 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 CommitteeMeetings was held twice a year viz. 31st August 2016 and 18thMarch 2017 and the attendance of the members at the Nomination and Remuneration Committeemeeting 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 Meetingswere held 5 times a year viz. 28th May 2016 11th August 2016 31stAugust 2016 14th November2016 and 11th February 2017 and theattendance of the members at the Stakeholder Relationship Committee meeting was asfollows:

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 "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.

However awaiting for the Final Exit Order from SEBI the Company had been complying withand submitting all the Compliances to the Delhi Stock Exchange. Subsequently SEBI vide itsExit Order No. WTM/SR/SEBI/MRD-DSA/04/01/2017 dated 23rd Janaury 2017 hasprovide 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 theCompany shall stand delisted from Delhi Stock Exchange w.e.f the date of the said ExitOrder 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 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 befollowed and disclosures to be made while dealing insecurities of the Company. The saidCode 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 asthe statutory auditor of the company to hold office from the conclusion of the 27th AnnualGeneral Meeting till the conclusion of the 31st Annual General Meeting and subsequent tothe written resignation letter dated 1st August 2017 received by the company from M/s. RA N K S & Associates Chartered Accountants stating their unwillingness to continueas the Statutory Auditor of the company with immediate effect the appointment by theBoard 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 ofthe Company to fill up the casual vacancy from 1st August 2017 till the conclusion ofthe 30th Annual General Meeting is placed for ratification by the shareholders. In thisregards the Company has received a certificate from the Auditors to the effect that iftheir appointment is ratified it would be in accordance with the provisions of Section141 of the Companies Act 2013.

Further Board of Directors of the company recommends M/s. S. Somani & AssociatesChartered Accountants (FRN: 135797W) the retiring auditor of the Company forre-appointment and to hold office from the conclusion of this the 30th Annual GeneralMeeting till the conclusion of the 35th Annual General Meeting of the Company to be heldin the year 2022 (subject to ratification of its appointment at every AGM) at suchremuneration plus service tax out-of-pocket travelling etc. as may be mutually agreedbetween 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 SecretarialAudit of the Company for the FY 2015-2016 as required under the Section 204 of theCompanies Act 2013 and Rules there under. The Secretarial Audit Report for the FY2016-2017 is appended as Annexure IV 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. The Company has not appointed a Company Secretary and/or Compliance Officer in termsof Section 203 (1)(ii) of the Companies Act 2013 and Regulation 6 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulation2015.

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 has appointed M/s. S.Somani & Associates Chartered Accountants as Auditors ofthe Company to hold of ce till the conclusion of the 30th Annual GeneralMeeting of the Company by way of filling up of casual vacancy. Further the Board hasrecommended the appointment of M/s. S.Somani & Associates as the Statutory Auditors ofthe Company for a perio of 5 years from the Conclusion of 30th Annual GeneralMeeting to the Conclusion of 35th Annual General Meeting subject toratification of the Auditor(s) by the shareholders at every Annual General Meeting.However M/s. S.Somani & Associates Chartered Accountants. has not subjectedthemselves to peer review process under the Peer Review Board of Institute of CharteredAccountants It was assured by them that they shall subject themselves to peer reviewprocess 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 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 vide Postal Ballot dated 04th February 2017 passed as special resolutionwith regard to Disinvestment in M/s. Amirdam Food Private Limited A Wholly OwnedSubsidiary of The Company. Therefore the Company currently do not have any MaterialSubsidiary.

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 developmenttechnology absorption 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:

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 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 V tothis Report.

b. Significant and Material Orders:

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

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