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Vegepro Foods & Feeds Ltd.

BSE: 519140 Sector: Industrials
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Vegepro Foods & Feeds Ltd. (VEGPROFOOD) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting their 28th Annual Report along with theAudited Financial Statements of the Company for the Financial Year ended 31st March 2016.A summary of the Financial Results is given below :


(Amount (Rs. ‘000)

2015-16 2014-15
Total Income 6988 391
Profit before interest and Depreciation 3466 (1728)
Less : Interest and finance charges 769 62
Less : Depreciation 1946 2504
Profit before tax 751 (4294)
Tax Expense
Profit after Tax 751 (4294)
Add : Surplus brought forward (267148) (262854)
Balance carried forward (266397) (267148)


Indian Economy during 2015-16

The Growth in GDP is estimated to be at 8% as compared to a growth rate of 7.4% in2014-15 on improved performances in both industry and services. Even though the newgovernment remained committed in its endeavors a steadier resolution of the politicallydifficult structural issues that have stalled investment and limited economic performancewas needed. Higher infrastructure spending continued reforms to the financial andmonetary policy demand improvement and lower oil prices should have a positive effect onthe economy going forward.

Company's Performance vis-a-vis Industry

During the Financial Year 2015-16 the Company has not carried out any activities andthe Plant Capacity remained unutilized during the whole year.

Subsidiaries and Joint Venture Companies

The Company has neither any subsidiary nor has any joint ventures subsisting as on thedate of the Financial Report.


In view of the past accumulated losses of the Company the Directors are unable todeclare any dividend for the year.


During the year under review the Company has not invited deposit from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014.

Share Capital & Debt

During the year there have neither been any changes in the Share Capital of theCompany nor in the Debt profile of the Company.

Corporate Governance

Your Company complies with the provisions laid down in Corporate Governance laws. Itbelieves in and practices good corporate governance. The company maintains transparencyand also enhances corporate accountability. The following form part of this Annual Report:

(i) Declaration regarding compliance of Code of Conduct by Board Members and SeniorManagement Personnel;

(ii) Management Discussion and Analysis;

(iii) Report on the Corporate Governance; and

(iv) Auditor's Certificate regarding compliance of conditions of Corporate Governance

Directors' Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its Responsibility Statement :

a. that in the preparation of the annual accounts for the year ended 31st March 2016the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

b. that such accounting policies as mentioned in Notes to the annual accounts have beenselected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31 March 2016 and of the profit of the Company for the year ended on thatdate;

c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. that the annual accounts have been prepared on a going concern basis;

e. that proper internal financial controls are followed by the company and that suchinternal financial controls are adequate and are operating effectively; and

f. that proper systems to ensure compliance with the provisions of all applicable lawsare in place and that such systems are adequate and operating effectively.

Directors and Key Managerial Personnel

The directors regret to inform that Mr. Gopal Daga passed away on 21st Oct 2015. TheBoard expresses its profound grief and deep sorrow at his sudden demise. The Board placeson record its deep appreciation of his valuable advice and guidance received during histenure.

In accordance with the provisions of the Companies Act 2013 Mrs. Babita Nagori (DIN:07144370) retire by rotation at the ensuing AGM and being eligible offers herself forre-appointment.

Mrs. Babita Nagori is not disqualified from being appointed as a Director as specifiedin terms of Section 164 of the Companies Act 2013.

Brief profile of Mrs. Babita Nagori who is to be reappointed as stipulated under SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 is furnished in theNotice of the ensuing AGM. The Board of Directors of your Company recommends thereappointment of Mrs. Babita Nagori at the ensuing AGM.

The Company has received declarations pursuant to Section 149(7) from all theIndependent Directors of the Company viz. Mr. Sanjay Rawka and Mr. Mahesh Guptaconfirming that they meet the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and under Clause 16(1)(b) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulation 2015.


Minimum four pre-scheduled Board meetings are held annually. Additional Board meetingsare convened by giving appropriate notice to address the Company's specific needs. In caseof business exigencies or urgency of matters resolutions are passed by circulation.

During the year six Board Meetings and four Audit Committee Meetings were convened andheld the details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013and Regulation 17(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation2015.

Audit Committee

The Audit Committee comprises of Mr. Mahesh Gupta who serves as the Chairman of theCommittee Mr. Sanjay Rawka and Mrs. Babita Umang Nagori who serve as the other members.The terms of reference of the Audit Committee has been furnished in the CorporateGovernance Report forming a part of this Annual Report. All the recommendations made bythe Audit Committee during the year were accepted by the Board.

Nomination and Remuneration Committee

The composition and terms of reference of the Nomination and Remuneration Committee hasbeen furnished in the Corporate Governance Report forming a part of this Annual Report.

Stakeholders' Relationship Committee

The composition and terms of reference of the Stakeholders' Relationship Committee hasbeen furnished in the Corporate Governance Report forming a part of this Annual Report.

Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committeeadopted the Remuneration Policy which inter-alia includes policy for selection andappointment of Directors Key Managerial Personnel Senior Management Personnel and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Familiarization programme for Board Members

The Company is required to conduct the Familiarization Programme for IndependentDirectors (IDs) in terms of Clause 25(7) of the SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 to familiarize them about the Company and their rolesrights responsibilities in the Company. The Familiarization programme is stated in theCorporate Governance Report forming part of this Annual Report. The details of suchFamiliarization Programme for Directors may be referred to at the website of the

Board Evaluation

Pursuant to the provisions of Companies Act 2013 and Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulation 2015 your Company has adopted theRemuneration Policy with comprehensive procedure on performance evaluation. Chairman ofthe Nomination and Remuneration Committee who is an independent Director of the Boardconducted a one-to-one session with each Director to understand their points of view onthe parameters for performance evaluation.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations ethics and compliances financial reportingprocess and monitoring activities.

Performance parameters for the Board as a collective body included parameters likequalification and diversity of Board members method and criteria for selection ofIndependent Directors to ensure independence availability appropriateness clarity ofunderstanding on risk scenarios faced by the Company existence sufficiency andappropriateness of policy on dealing with potential conflicts of interest involvement ofBoard members in long-term strategic planning etc.

Based on these criteria the performance of the Board various Board CommitteesChairman and Individual Directors (including Independent Directors) was found to besatisfactory.

Independent Directors has conducted its meeting without the participation of otherNon-Independent Directors and members of management and reviewed the performance of Boardits Committee Chairman and individual Directors. On the basis of the review by theIndependent Directors they hold unanimous opinion that the Non-Independent Directorsincluding the Chairman to the Board have abundant knowledge in their respective fields andare experts in their areas.

Corporate Social Responsibility

The Company has not constituted the Corporate Social Responsibility (CSR) Committeesince the Company does not fulfill the criteria for constituting the Corporate SocialResponsibility (CSR) Committee.

Internal Financial Control

Your Company has an adequate system of internal control procedures which iscommensurate with the size and nature of business. Detailed procedural manuals are inplace to ensure that all the assets are safeguarded protected against loss and alltransactions are authorized recorded and reported correctly. Since the Company does nothave any operations it has not appointed any Internal Auditor.

Your Directors have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively. Inthis regard your Board confirms the following:

i. Systems have been laid to ensure that all transactions are executed in accordancewith management's general and specific authorization. There are well-laid manuals for suchgeneral or specific authorization.

ii. Systems and procedures exist to ensure that all transactions are recorded asnecessary to permit preparation of financial statements in conformity with GenerallyAccepted Accounting Principles or any other criteria applicable to such statements and tomaintain accountability for aspects.

iii. Access to assets is permitted only in accordance with management's general andspecific authorization. No assets of the Company are allowed to be used for personalpurposes except in accordance with terms of employment or except as specificallypermitted.

The existing assets of the Company are verified/ checked at reasonable intervals andappropriate action is taken with respect to differences if any.

Statutory Auditors

M/s. S. Mandal & Co. Chartered Accountants Kolkata bearing Registration No.314188E have been appointed as the Statutory Auditors of the Company for a period of 5years from the conclusion of the 26th AGM (for FY 2013-14) till the conclusion of the 30thAGM (for FY 2017-18). The Board now recommends the appointment of M/s. S. Mandal & be ratified by the members at the Annual General Meeting for the Financial Year2016-17.

Statutory Auditors' Observations

The remarks of the Auditors in their Report have been dealt with suitably in thevarious Notes forming part of the Accounts in respect of the financial year under review.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed Mrs. Manjula Poddar Practicing Company Secretaries toconduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended31 March 2016 is annexed herewith.

Secretarial Auditors' Observations

With respect to the Secreterial Auditor's comment regarding non payment to InvestorEducation and Protection Fund (IEPF) the Company is making arrangements to pay theoutstanding amount. The Assets of the Company were with the Provisional Liquidator and theCompany has got back possession of the Assets very recently vide order dated 12th May 2015of the Hon'ble High Court of Allahabad.

Vigil Mechanism

The Company has a vigil mechanism named ‘Whistle Blower Policy' in terms ofSection 177 of the Companies Act 2013 and Regulation 4(2)(d)(iv) of SEBI (ListingObligation and Disclosure Requirements) Regulation 2015 to deal with instance of fraudand mismanagement if any and to report concerns about unethical behavior wrongfulconduct and violation of the Company's code of conduct or ethics policy. The details ofthe said Policy is posted on the website of the Company

Risk Policy

The Company understands that risk evaluation and risk mitigation is a function of theBoard of the Company and the Board of Directors is fully committed to developing a soundsystem for identification and mitigation of applicable risks viz. systemic andnonsystemic. The Board of Directors has approved a Risk Management Policy as per which theCompany is in the process of identifying critical risks of various departments within theCompany. Once identified a sound mitigation system will be put in place. Further theBoard is of the opinion that at present there are no material risks that may threaten thefunctioning of the Company.

Contracts and arrangements with related parties

In the current financial year your company has not entered into any transaction withthe related parties. Particulars of loans / guarantee / advances / investments outstandingduring the financial year Particulars of Loans Outstanding during the Financial Year arefurnished in Note No. 2.3 to the Financial Statement.

Particulars of Employees and related disclosures

There are no employees of the Company who are in receipt of remuneration in excess oflimits prescribed under Section 197 of the Companies Act 2013 read with Rule 5(2) and (3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 forms partof this Annual Report and is annexed herewith and marked as Annexure I.

Significant and material orders passed by the Regulators or Courts or Tribunals

There were no significant material orders passed by the Regulators / Courts / Tribunalswhich would impact the going concern status of the Company and its future operations.


The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the Provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rules thereunder for prevention and redressal ofcomplaints of Sexual Harassment at workplace. Internal Complaints Committee (ICC) has beenset up to redress complaints received regarding sexual harassment. All women employees(permanent contractual temporary trainees) are covered under this policy.


Your Directors would like to record their appreciation and warmly acknowledge theunstinting support extended by its bankers and other stakeholders in contributing to theresults.

By Order of the Board
(Shyam Sunder Sharma)
Place: Kolkata DIN : 05174668
Date: 28th May 2016 Chairman & Managing Director