TO THE MEMBERS
We are presenting the 65th Annual Report of the Company along with theStandalone Audited Statement of Accounts for the year ended on 31st March 2019.The financial results for the year are given below.
SUMMARISED FINANCIAL RESULTS :
Rs. in Lakh
| || || |
|Particulars ||Year ended 31st March 2019 ||Year ended 31st March 2018 |
| || || |
|Sales & Other Income ||45.24 ||42.02 |
|Profit before Interest Depreciation & Exceptional Items ||5.68 ||20.98 |
|Interest ||(6.91) ||(6.91) |
|Depreciation ||(1.84) ||(2.13) |
|Exceptional Items ||0.00 ||0.00 |
|Profit /(Loss) before Tax ||3.83 ||11.94 |
|Provision for Tax ||(2.80) ||(2.28) |
|Deferred Tax ||(0.11) ||(0.06) |
|MAT Tax Credit Availed ||0.00 ||2.28 |
|Profit after Tax ||0.93 ||11.88 |
|Add : Balance Brought forward from previous year ||(468.46) ||(480.33) |
|Appropriations || || |
|Dividend on Preference Share ||0.00 ||0.00 |
|Tax on distributed preference dividend ||0.00 ||0.00 |
|Sales Tax Paid for Earlier Year ||0.00 ||0.00 |
|Balance carried to Balance Sheet ||(467.53) ||(468.46) |
Your Company has recorded a profit of Rs. 0.93 Lakh during the year under review ascompared to profit of Rs. 11.88 Lakh incurred in the previous year. The company's turnoverduring the year has nil because of discontinuance of production since July 2011. In spiteof this the company could achieve this growth because of continuous effort in other areaof business. However looking to the present scenario your directors could not foresee aglimpse of bright future. Your directors are putting their full efforts to bring thecompany in a sustainable position in this competitive market through all possiblemeasures. Your directors bring new projects in the area of agriculture business andConstruction Company to boost the turnover and profit of the company in the futurescenario. The required approvals to start the new projects are still pending from thevarious departments whereas your directors are waiting for approvals to start the newprojects. We set hope that once we get the approvals from the department the new projectsshall be started accordingly.
Your Company is making all out endeavor to rise to the market expectations to protectand achieve enhanced value for all its stakeholders i.e. shareholders employeesconsumers and society in general.
Your directors regret their inability to recommend any dividend to equity shareholdersfor the year 2018-19.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND :
Since there was no unpaid/unclaimed Dividend declared and paid in previous year theprovisions of Section 125 of the Companies Act 2013 is not applicable to the Company.
SHARE CAPITAL :
The Company's paid-up equity share capital as on March 31 2019 was Rs. 1092 lakhs.
Pursuant to the provisions of section 149 of the Act Mr. Arun Chakraborty (DIN:00140430) Mr. Rathindra Nath Ghosh (DIN: 00152267) and Mr. Sudarson Kayori (DIN:00165816) were appointed as independent directors of the Company. They have submitted adeclaration that each of them meets the criteria of independence as provided in section149(6) of the Act and there has been no change in the circumstances which may affect theirstatus as independent director during the year. Director Mr. Tanmoy Mondal (DIN: 06391885)retire by rotation and being eligible offer himself for re appointment. Mr. Utpal DeyChief Financial Officer has resigned from the company w.e.f. 8th November 2018and in place of which Mr. Amit Kumar Singh has been appointed as Chief Financial Officerof the Company w.e.f. 30th January 2019.
Pursuant to the provisions of section 203 of the Act the key managerial personnel ofthe Company as on 31.03.2019 are - Mr. Tanmoy Mondal (DIN 06391885) Chief ExecutiveOfficer and Managing Director Mr. Amit Kumar Singh Chief Financial Officer and Mrs.Shivani Khanna (ICSI Membership No. A33730) Company Secretary.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFINDIVIDUAL DIRECTORS :
Pursuant to the provisions of the Companies Act 2013 and SEBI Regulations the Boardhas carried out the annual performance evaluation of its own performance of the Directorsindividually as well as the evaluation of the working of its Audit Committee Nomination& Remuneration Committee and other Committees of the Board. At the meeting of theBoard all the relevant factors that are material for evaluating the performance ofindividual Directors the Board and its various Committees were discussed in detail. Theperformance evaluation of the independent Directors was carried out by the entire Board.The performance evaluation of the Chairman and non-independent Directors was also carriedout by the Independent Directors at their separate meeting. The Directors expressed theirsatisfaction with the evaluation process.
COMMITTEES OF THE BOARD :
Currently the Board has three committees: the Audit Committee the Nomination andRemuneration Committee and the Stakeholders Relationship Committee. During the year 4(Four) Audit Committee Meetings 4 (Four) Nomination & Remuneration Committee Meetingsand 10 (Ten) Stakeholders' Relationship Committee Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.
NOMINATION & REMUNERATION POLICY :
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
NO. OF BOARD MEETINGS :
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 11 (Eleven) Board Meetings were convened and held. The details of which are givenin the Corporate Governance Report. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013.
VIGIL MECHANISM / WHISTLE BLOWER POLICY :
The Company has a vigil mechanism to deal with instance of fraud and mismanagement ifany. In staying true to our values of Strength Performance and Passion and in line withour vision of being one of the most respected companies in India the Company is committedto the high standards of Corporate Governance and stakeholder responsibility.
The vigil mechanism ensures that strict confidentiality is maintained whilst dealingwith concerns and also that no discrimination will be meted out to any person for agenuinely raised concern. The Chairman of Audit and Chairman of the Board looks into thecomplaints raised.
Pursuant to the provisions of section 139 of the Act and the rules framed thereafterM/s. Maroti & Associates Chartered Accountants (Firm registration Number 322770E)were appointed as statutory auditors of the Company from the conclusion of the 63rd AnnualGeneral Meeting (AGM) of the Company held on September 19 2017 till the conclusion of the68th Annual General Meeting (AGM) of the Company.
The Auditor's Report to the Shareholders does not contain any reservationqualification or adverse remarks.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s. P. D. Rao & Associates Company Secretaries in practice (C.P. No. 14385& Membership Number A38387) to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report for the financial year ended 31st March 2019 is annexed herewithas ''Annexure 1'' to this report.
Appointment of Cost Auditor pursuant to section 148 of the Companies Act 2013 is notapplicable to the company. Hence Cost Auditor has not been appointed for the financialyear 2018-2019.
CASH FLOW STATEMENT
In accordance with the requirement of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Cash Flow statement duly verified by the Auditors isannexed herewith.
Cash and cash equivalents as at March 31 2019 was Rs. 606.35 lakhs. The Companycontinues to focus on judicious management of its working capital receivables and otherworking capital parameters were kept under strict check through continuous monitoring.
MATERIAL CHANGES AND COMMITMENT :
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year and the date of this report.
RISK MANAGEMENT :
Although the company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion. The Board members wereinformed about risk assessment and after which the Board formally adopted and implementedthe necessary steps for monitoring the risk management plan for the company.
During the year under reference the Company has not accepted any deposits from thepublic and as such within the meaning of Section 73 and 76 of the Companies Act 2013 andthe Companies (Acceptance of Deposits) Rules 2014.
LOANS GURANTEES AND INVESTMENTS
The provision of section 186 of the Co. Act 2013 and Schedule V of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations") are not applicable as the Company has not givenany loans or guarantees during the year. The details of investments if any made by theCompany is given in the notes of the financial statements.
RELATED PARTY TRANSACTIONS
All transactions entered into with related parties as defined under the Companies Act2013 during the financial year were in the ordinary course of business and on an arm'slength pricing basis and do not attract the provisions of Section 188 of the CompaniesAct 2013. There were no materially significant transactions with the related partiesduring the financial year which were in conflict with the interest of the Company andhence enclosing of Form AOC-2 is not required. Suitable disclosure as required by theAccounting Standard (AS18) has been made in the notes to the Financial Statements. Thepolicy is available on the website of the company (http://www.vegetableindia.com/cc/rpt.pdf).
The Company does not have any subsidiary hence the compliance of provisions of section129(3) of the Companies Act 2013 are not applicable.
DIRECTORS'S RESPONSIBILITY STATEMENTS
The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 in thepreparation of the annual accounts for the year ended on 31st March 2019 and state that :
i) in the preparation of the annual accounts for the year ended 31stMarch2019 the applicable accounting standards have been followed along with the properexplanation relating to material departure if any.
ii) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and theprofit or loss of the Company for the year under review.
iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
iv) the directors have prepared the annual accounts on a going concern basis.
v) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) the directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The current policy of the Company is to have an appropriate mix of executive andindependent directors to maintain independence of the Board and separate its function ofgovernance and management. The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The Company's policy on directors' appointment andremuneration and other matters provided in section 178(3) of the Act has been disclosed inthe corporate governance report which forms part of this report.
PARTICULARS OF EMPLOYEES :
During the period under review no employee of the Company drew remuneration in excessof the limits specified under the provisions of Section 197(12) of the Companies Act readwith Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and hence no disclosure is required to be made in the AnnualReport.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT :
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 with the Stock Exchange and requirements underthe Companies Act 2013 the Report on Corporate Governance together with StatutoryAuditors view and management discussion & analysis report regarding compliance of theSEBI code of Corporate Governance is annexed herewith.
PRESERVATION OF DOCUMENTS :
All the documents as required under the Act has been properly kept at the registeredoffice of the Company.
LISTING WITH STOCK EXCHANGE :
The Company confirms that it has not defaulted in paying the Annual Listing Fees forthe financial year 2018-19 to the Bombay Stock Exchange Limited (BSE) where the shares ofthe Company are listed.
Further The Company has applied to The Calcutta Stock Exchange Ltd. (CSE) for voluntarydelisting of equity shares and the same has been delisted from The Calcutta Stock ExchangeLtd. (CSE) with effect from 23.02.2018 vide their notice dated 22.02.2018.
FRAUD REPORTING :
There was no fraud reported by the Auditors of the Company under Section 143(12) of theCompanies Act 2013 to the Audit Committee or the Board of Directors during the yearunder review.
SECRETARIAL STANDARDS OF ICSI :
The Company is in compliance with the relevant provisions of Secretarial Standards onMeetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by theInstitute of Company Secretaries of India and approved by the Central Government and allother Secretarial Standards from time to time.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
According to the provision of Sec. 135 of the Companies Act 2013 companies having anet worth of Rs. 500 crore or more or turnover of Rs. 1000 crore or more or a net profitof Rs. 5 crore or more during any financial year are required to constitute CSR (CorporateSocial Responsibility) Committee. However your Company does not fall in the above saidcriteria and hence not required to constitute the said Committee.
HEALTH SAFETY AND ENVIRONMENT PROTECTION:
The Company has complied with all the applicable environmental law and labour laws. TheCompany has been complying with the relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker protection and safety.
BUSINESS RESPONSIBILITY REPORT :
The SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 mandatesinclusion of Business Responsibility Report (BRR) as part of the Annual Report for tophundred listed entities based on market capitalization. We do not fall in the top hundredlisted entities and hence not provided the BRR as part of our Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the regulators or courts ortribunals which impact the going concern status and Company's operations in future.
CONSERVATION OF ENERGY TECHONOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS &OUTGO
The information of Conservation of Energy as required under section 134(3)(m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 along with details oftechnology absorption and foreign exchange earnings & outgo are given by way ofAnnexure-3 to Director's Report.
We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. All our corporate governance policies are available on thewebsite of the Company. The policies are reviewed periodically by the board and updatedbased on need and new compliance requirement.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY :
The board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.
The policy deals with the retention and archival of corporate records of VegetableProducts Ltd. The policy is available on the website of the company :http://www.vegetableindia.com/investor.html .
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure B".
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at the workplace with a mechanism of lodging complaints.Besides redressal is placed on the intranet for the benefit of employees.
Your Company is committed to provide and promote safe healthy and congenial atmosphereirrespective of gender caste creed or social class of the employees. During the yearunder review no complaints were reported to the Board and no cases have been files underthe Act as the Company is keeping the working environment healthy.
Your Directors like to place on record their appreciation for the unstinted support andassistance received by the Company from the Central and State Governments and its Bankers.
The Directors also gratefully acknowledge all stakeholders of the Company viz.customers members dealers vendors banks and other business partners for the excellentsupport received from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the
Company's well being.
For and on behalf of the Board
|Place : Kolkata ||Pradeep Kumar Daga ||Tanmoy Mondal |
|Date : 21st day of May 2019. ||Chairman & Director ||Managing Director cum CEO |
| ||DIN: 00080515 ||DIN : 06391885 |