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Vikas Wsp Ltd.

BSE: 519307 Sector: Industrials
NSE: VIKASWSP ISIN Code: INE706A01022
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VOLUME 47769
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OPEN 4.91
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VOLUME 47769
52-Week high 8.11
52-Week low 3.68
P/E
Mkt Cap.(Rs cr) 100
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vikas Wsp Ltd. (VIKASWSP) - Director Report

Company director report

Dear Shareholders

Your Directors present the 31st Annual Report on the business and operations of theCompany together with the Audited Annual Financial Statements for the financial yearended March 31 2019.

1. FINANCIAL HIGHLIGHTS

In compliance with the provisions of Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (Listing Regulations) the Company hasprepared its standalone financial statements as per Indian Generally Accepted AccountingPrinciples (IGAAP) for the F.Y. 201819. The Standalone financial highlights of the Companyoperations are as follows:

Standalone Financial Highlights (IGAAP)

(Amount in Lakhs)

Particulars 2018-2019 2017-2018
Revenue from operations 79997.99 69629.78
Other Income 3016.50 487.55
Total expenditure 78377.90 67543.81
Finance cost 2107.61 4645.14
Depreciation and amortization expenses 3454.48 3470.77
Profit before tax 4636.59 2573.52
Exceptional Items -
Profit after Exceptional Items 4636.59 2573.52
Tax expenses (55.57) (322.18)
Profit for the year 4577.75 2895.70

2. STATE OF COMPANY AFFAIRS

The highlights of affairs of the Company are as follows:-

• Revenue from operations increased from Rs. 69629.78 Lacs to Rs. 79997.99 Lacs.

• Profit before Tax increased from Profit of Rs. 2573.52 Lacs to Profit of Rs.4636.59 Lacs.

• Net Profit increased from a Profit of Rs. 2895.70 Lacs to a net Profit of Rs.4577.75 Lacs.

3. RESERVES AND SURPLUS

The Company has not transferred any amount to the General Reserve for the financialyear ended March 31 2019.

4. DIVIDEND

The Board of Directors (the "Board") has not recommended any dividend for thefinancial year ended March 31 2019.

5. SHARE CAPITAL

The Company has only one kind of Shares i.e. Equity shares with same voting rights.

At the beginning of the financial year 20182019 the issued and paid up share capitalof the Company was Rs. 194439600/- divided into 194439600 equity shares of facevalue of Re. 1/- each

The Company has Allotted of 10000000 Equity Shares of Face Value of Re. 1- each toeligible employee(s) of the Company under the Vikas Employees Stock Option Plan 2017(ESOP2017) as on 21.12.2018.

Consequent to the said allotment the issued and paid up share capital of the Companywas enhanced to Rs. 204439600/- divided into 204439600 equity shares of face valueof Re. 1/- each.

6. EMPLOYEES STOCK OPTION SCHEMES

Pursuant to the resolution passed by the Shareholders at the Extra Ordinary GeneralMeeting held on April 21 2017 for the grant of 1.00. 00.000 options which is convertibleinto 1.00. 00.000 equity shares of face value Re. 1/- each under Vikas Employee StockOption Plan - 2017 to Companies employees. The company alloted 10000000 equity sharesin pursuant of 10000000 option to their employees on 21.12.2018 and listed on BSE on18.02.2019.

At present the Company has One Employee Stock Options ('ESOP') schemes namely theVikas Employees Stock Option Plan 2017 ("VESOP 2017"). Besides attractingtalent the schemes also helped retain talent and experience. The HR and NominationCommittee administer and monitor the Company's ESOP schemes.

Pursuant to the provisions of SEBI (Share Based Employee Benefits) Regulations 2014(the ESOP Regulations) a disclosure with respect to ESOP Scheme of the Company as onMarch 31 2019 has been uploaded on Company's website at (web link:

( http://www.vikaswspltd.in ) and attach in Annexure-I in the Directors Report.

During the previous year there were no changes in the aforesaid ESOP Schemes of theCompany and the ESOP Schemes are in compliance with ESOP regulations. A certificate fromM/s S. Prakash Aggarwal & Co Chartered Accountants Statutory Auditors with respectto the implementation of the Company's ESOP schemes would be placed before theshareholders at the ensuing AGM. A copy of the same will also be available for inspectionat the Company's registered office upto the date of AGM.

7. BOARD MEETINGS

During the financial year ended March 31 2019 9 (Nine) meetings of the Board ofDirectors were held as against the statutory minimum requirement of 4 (Four) meetings asper provision of Section 173 of Companies Act 2013 and Secretarial Standard. None of thetwo Board Meetings have a gap of more than 120 days between them. The dates of boardmeeting are mentioned below:

Types of Meeting Date
1. Board Meeting 28.05.2018
2. Board Meeting 11.08.2018
3. Board Meeting 04.09.2018
4. Board Meeting 14.11.2018
5. Board Meeting 21.12.2018
6. Board Meeting 04.01.2019
7. Board Meeting 04.02.2019
8. Board Meeting 14.02.2019
9. Board Meeting 30.03.2019

For other details of Board Meetings and committee meetings members may refer to theCorporate Governance Report attached separately to this report.

8. COMMITTEES OF BOARD AND NUMBER OF BOARD COMMITTEES

The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following Committees constituted by the Boardfunction according to their respective roles and defined scope:

1. Audit Committee

2. Nomination and remuneration committee.

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility ('CSR') Committee

All the recommendations made by Committees of Board including the Audit & RiskManagement Committee were accepted by the Board. A detailed update on the Board itscomposition detailed charter including terms and reference of various Board Committeesnumber of Board and Committee meetings held during F.Y. 20182019 and attendance of theDirectors at each meeting is provided in the Report on Corporate Governance which formspart of this Report

9. FUTURE PROSPECTS

The Demand for Guar Gum is increasing in the food segment. The Company's R&D isconstantly involved in developing new guar products for food and other industrialapplications for the effective control of processing problems and the same is conducive inexpanding global guar polymers market. International market for certified organic guarpolymer is also increasing. Taking all these prospects together the demand for guarpolymers is bound to increase in the years ahead. So the future prospects are expected tobe better.

10. DISCLOSURE OF COMMISSION PAID TO MANAGING OR WHOLE TIME DIRECTORS

There is no commission paid or payable by your company to the Managing Director or thewhole time director.

11. INTERNATIONAL QUALITY STANDARDS AND THEIR CERTIFICATIONS-

(A) An ISO 9001:2000 - Certified Company-

100% EOUs of the Company have been certified as ISO 9001:2000 by DNV - a NorvagianCompany. So the Company is meeting all the quality control parameters as set out by DNV.

(B) Hazards Analysis of Critical Control

Points (HACCP)-

The products manufactured by the Company are also used in the food production asthickening and binding agent. The end customers of the Company are multinational (MNC's)food producers' viz. Nestle (Friskies) Mars (Master Food) Heinz Sara lee Unilever andCSM. To source their key raw materials these MNC's prefer HACCP certified vendors.Employing HACCP in the production system one can check the following contaminations:

• Physical

• Chemical

• Microbial

(C) Good Manufacturing Practices (GMP)

Company's 100% EOUs are certified WHO Good Manufacturing Practices (WHO-GMP). GuarPolymers produced using GMP is included in the Food Chemical Codex (FCC) and approved forfood use. Therefore GMP ensures the customers that the products are manufactured in goodand hygienic conditions.

12. DIRECTORS

The five year term of office of Mr. Ram Awtar Mittal Mr. Neeraj Chhabra and Mr. KishanLal as Independent Directors of the Company expired on 31st March 2019. The Board ofDirectors (Board) in the meeting held on 02nd May 2019 on the recommendation of theNomination and Remuneration Committee (NRC) re-appointed them as Independent Directors fora second consecutive term of five years from 1st April 2019 up to 31st March 2024(subject to approval of the members of the Company).

Mr. Ram Awtar Mittal Mr. Neeraj Chhabra Mr. Vishnu Bhagwan and Mr.Kishan Lal havegiven declarations that they continue to meet the criteria of independence as laid downunder Section 149(6) of the Act and rules made there under and under the Securities andExchange Board of India (Listing Obligation and Disclosure Requirements) Regulation 2015("Listing Regulations"). Based on disclosures provided by these Directors noneof them are disqualified from being appointed as Directors under section 164 of the Actand are independent from the management.

In terms of Section 160 (1) of the Companies Act 2013 the Company has received noticein writing from member signifying his intention to propose the candidature for thereappointment of Mr. Ram Awtar Mittal Mr. Neeraj Chhabra and Mr. Kishan Lal asIndependent Directors at the ensuing Annual General Meeting for another term of 5 years.

At the ensuing Annual General Meeting Mrs. Bimla Devi Jindal (DIN:- 00034997)Director of the Company is liable to retire by rotation in accordance with the provisionsof Section 152 of the Companies Act 2013 read with the Articles of Association of theCompany and being eligible offers himself for reappointment as director in 31st AGM ofthe Company. The Board of Directors recommended the reappointment for the considerationfor the shareholders in ensuring AGM.

Mr. Vishnu Bhagwan Independent Director of the Company Resigned w.e.f. 23.04.2019

13. KEY MANAGERIAL PERSONNEL

Pursuant to the provision of Section 203 of the Companies Act 2013 the Company hasalso the designated key managerial personnel of the Company. The Key Managerial Personnel(KMP) in the Company as per Section 2(51) and 203 of the Companies Act 2013 are asfollows:

Mr. Bajrang Dass Aggarwal Managing Director
Mr. Gunjan Kumar Karn Company Secretary
Mr. Umesh Bansal Chief Financial Officer

14. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no significant events changes occurred between the end of the financial yearand till the date of this report which would materially affect the financial position ofthe Company.

15. BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").

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 reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc.

In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

16. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors of the Companyconfirming that they continue to meet with the criteria of independence as prescribedunder Section 149 of the Companies Act 2013 and Regulation 25 of the Listing Regulations.The Independent Directors have also confirmed that they have complied with the Company'scode of conduct.

The Board of Directors of the Company consists of four independent Directors namely

(i) Sh. Neeraj Chhabra

(ii) Sh. Ram Awtar Mittal

(iii) Sh. Vishnu Bhagwan

(iv) Sh. Kishan Lal

The above Four Directors of the Company gave statement pursuant to section 149 of theCompanies Act 2013 at the Board Meeting held on May 28 2018 for the year 2018-19. Thesame was considered and approved by the Board. The Statements is annexed as Annexure-II tothis report.

17. SEPARATE MEETING OF INDEPENDENT DIRECTOR

The Company has convened and held a separate meeting of Independent Director on28.05.2018 11.08.2018 14.11.2018 & 14.02.2019 during the period under review.

18. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company strives to maintain an appropriate combination of executive nonexecutiveand independent Directors subject to Minimum of 3 and Maximum of 12 Directors including atleast one Women Director in compliance with the legal requirements.

The Nomination and Remuneration Committee of the Company leads the process for BoardAppointment in accordance with the requirements of the Companies Act 2013 SEBI (ListingRegulations and Disclosure Requirements) Regulations 2015 and other applicableregulations or policy guidelines.

During the previous year under review the Company has adopted the Nomination andRemuneration Policy for Directors KMPs and Other Employees. The policy is available onwebsite of the Company i.e. www.vikaswspltd.in ) .The Nomination and Remuneration policyof the Company is attached in Annexure III to this Report.

19. EXTRACT OF ANNUAL RETURN

In terms of provisionsof Section 92 and Section 134(3) (a) of the Companies Act 2013read with Rule 12 of Companies (Management and Administration) Rules2014 the extracts ofAnnual Return of the Company inForm MGT-9 is annexed herewithas Annexure-IV to thisreport.An extractof the annual return of the Company has been placed on the website of theCompany and can be accessed at https://vikaswspltd.in/wp-content/uploads/20io/08/MGT-9.pdf under theinvestor information section.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34(2)(e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 read with Schedule V thereto Management Discussion andAnalysis Report has been appended separately which forms part of this Report and theAnnual Report as Annexure-V.

21. CORPORATE GOVERNANCE

Corporate Governance is the application of best Management Practices Compliance ofLaws in true letter and spirit and adherence to ethical standards for effective managementand distribution of wealth and discharge of social responsibility for sustainabledevelopment of all stakeholders i.e. shareholders management employees customersvendors regulators and the community at large. Your company places prime importance onreliable financial information integrity transparency empowerment and compliance withthe law in letter and spirit.

The regulators have also emphasized on the requirement of good corporate governancepractices in corporate management. Your Company also takes proactive approach and revisitsits governance and practices from time to time so as to meet business and regulatoryrequirements.

At Vikas WSP Limited Corporate Governance is more a way of business than a mere legalobligation. Besides complying with the prescribed Corporate Governance practices as perthe Listing Regulations the Company has voluntarily adopted various practices ofgovernance confirming to highest ethical and responsible standard of business globallybenchmarked.

Compliance of Corporate Governance provisions of Regulation 34 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 for the year 2018-2019 has beenprovided in the Corporate Governance Report.

A Certificate from M/s S Vivek & Associates Practicing Company Secretary of theCompany confirming compliance of Corporate Governance as stipulated under the ListingRegulations is annexed as Annexure-VI to this report.

Certificate of the CFO inter-alia confirming the correctness of the financialstatements compliance with Company's Code of Conduct adequacy of the internal controlmeasures and reporting of matters to the auditors and the Audit committee in terms ofRegulation 17 of the Listing Regulations is attached in the Corporate Governance reportand is annexed as Annexure-XII to this report.

The Corporate Governance Report inter-alia contains the following disclosures:

a) Details of Board & Committee Meetings

b) Composition of Sustainability & Corporate Social Responsibility Committee

c) Whistle Blower Policy (Vigil Mechanism)

d) Appointment & Remuneration Policy (for Directors Key Managerial PersonnelSenior Management and other Employees of the Company) pursuant to the provision of Section178 of the Act read Regulation 19 of the Listing Regulations)

e) Performance Evaluation criteria of the Board its Committees & individualDirectors

22. DIRECTOR RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) read with Section 134(5) your directors state that theaudited financial statements of the Company for the financial year 2018-19 are in fullconformity with the requirements of the Companies Act 2013 and have been audited by itsStatutory Auditors.

Your directors further state that: -

I) In the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards had been followed and there is no material departure fromthe same;

II) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 endedMarch 31 2019 and of the profit of the Company for the year ended on that date;

III) The Directors had taken proper and sufficient care 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;

IV) The Directors had prepared the annual accounts on the '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 are operatingeffectively;

VI) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and are operating effectively.

23. LOANS GUARANTEES AND INVESTMENT

During the financial year 2018-2019 under review the Company has not given any loan orguarantee or made any investment in terms of Section 186 of the Companies Act 2013.

24. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH AREREPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors Cost Auditors or Secretarial Auditors of the Company have notreported any frauds to the Audit Committee or to the Board of Directors under Section143(12) of the Companies Act 2013 including rules made there under.

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE OUTGO

In terms of Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of Companies(Accounts) Rules 2014 a statement containing details of conservation of energytechnology absorption foreign exchange earnings and outgo in the manner as prescribedunder the Companies (Accounts) Rules 2014 is given in Annexure - VII hereto and formspart of this Report.

26. FIXED DEPOSITS

During the year under review the Company had not invited or accepted any fixeddeposits from public under Chapter V of the Companies Act 2013 and the Rules madethereunder.

27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE ENDOF FINANCIAL YEAR AND DATE OF REPORT AFTER THE BALANCE SHEET DATE

There are no material changes and Commitments affecting the Financial Position of theCompany between the end of Financial Year and date of this report.

28. INTERNAL AUDIT & FINANCIAL CONTROL

The Company had appointed M/s Sanjay Goyal & Associates as an internal auditor ofthe Company for the financial year 2018-19. They conducted their audit on quarterly basis.The Board of Director considers its recommendations and plan Company's further strategiesaccordingly. Their scope of work includes review of processes for safeguarding the assetsof the Company review of operational efficiency effectiveness of systems and processesand assessing the internal control strengths in all areas. Internal Auditors findings arediscussed with the process owners and suitable corrective actions are taken as per thedirections of Audit Committee on an ongoing basis to improve efficiency in operations.

29. PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration of Directors u/s 197(12) read with Rule 5(1) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is Annexed asAnnexure VIII to this report.

The information as required to be provided in terms of Section 197(12) of theCompanies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration OFManagerial Personnel) Rules 2014 is annexed as Annexure-VIII to this report.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company did not made any provision for CSR in the Reported financial year 2018-19due to financial losses. However the management is already under process to implement amedical education facility in the local area and the earlier year CSR Amount will be usedin this program. The Current years calculation sheet for CSR amount is annexed asAnnexure-IX to this report.

31. ANNUAL BOARD EVALUATION AND FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

A note on the familiarization programmer adopted by the Company for orientation andtraining of the Directors and the Board evaluation process undertaken in compliance withthe provisions of the Companies Act 2013 and the Listing Regulations is provided in the

Report on Corporate Governance which forms part of this Report.

32. INDEPENDENT DIRECTOR FAMILARISA- TION PROGRAMME

The Company has arranged a familiarization program for Independent Directors of theCompany and details has been provided on Company website on the following link:-(http://www.vikaswspltd.in)/familirasitionpr ogramme-WSP.docx

33. ANNUAL REPORT

In terms of the provision of Section 136(1) of the Companies Act 2013 Rule 10 ofCompanies (Accounts of Companies) Rules 2014 and Regulation 36 of the ListingRegulations the Board of Directors has decided to circulate the Annual Report containingsalient features of the balance sheet and statement of profit and loss and other documentsto the shareholders for FY 20182019 who have not registered their e-mail id. The AnnualReport is being circulated to the members excluding Annexure to the Board Reports viz.'Policy on Nomination Remuneration and Board Diversity' 'Secretarial Audit Report''Report on Corporate Governance and Auditor Certificate on compliance of conditions ofCorporate Governance' Extract of Annual Return Note on Energy Conservation TechnologyAbsorption and Foreign Exchange Earnings & Outgo' and 'Disclosures relating toremuneration u/s 197(12) read with Rule 5(1) and Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014. Members who desire to obtain thefull version of the report may write to the Company Secretary at the Corporate officeaddress and will be provided with a copy of the same. Full version of the Annual Reportwill also be available on the Company's website www.vikaswspltd.in .

34. VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. The Company has established a vigil mechanism undersection 177(9) of Companies Act 2013 and Regulation 22 of the SEBI (LISTING OBLIGATIONSAND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 and has adopted the "VigilMechanism/Whistle Blower Policy" of the Company. As per the policy objective theCompany encourages its employees who have concerns about suspected misconduct to comeforward and express these concerns without fear of punishment or unfair treatment. A vigilmechanism provides a channel to the employees and Directors to report to the managementconcerns about unethical behavior actual or suspected fraud or violation of the Codes ofconduct or policy. The mechanism provides for adequate safeguards against victimization ofemployees and Directors to avail of the mechanism and also provide for direct access tothe Managing Director/Chairman of the Audit Committee in exceptional cases. Such policy ismade available on the website of the Company (http://www.vikaswspltd.in)/yiGIL-MECHANISM-AND-WHISTLE-BLOWER- POLICY.pdf

35. RELATED PARTY TRANSACTIONS

During the year under review the Board has adopted a policy to regulate thetransactions of the Company with its related parties. As per policy all related partytransactions require prior approval of the Audit Committee and Board of Directors of theCompany. Prior approval of the shareholders of the Company is also required for certainrelated party transactions as prescribed under Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirement) Regulations 2015. The said policy is available onthe Company's website viz. www.vikaswfspltd.in c

The details of all related party transaction are provided in Annexure X to the report.

36. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

There were no instances where the Company failed to implement any corporate actionwithin the specified time limit

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

There has been no significant and material order passed by any regulator courts ortribunals impacting the going concern status and operations of the Company in future.

38. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013

No case was filed to be disposed under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 during the financial year under review.

At Vikas WSP Limited all employees are of equal value. There is no discriminationbetween individuals at any point on the basis of race colour gender religion politicalopinion national extraction social origin sexual orientation or age.

At Vikas WSP Limited every individual is expected to treat his/her colleagues withrespect and dignity. This is enshrined in values and in the Code of Ethics & Conductof Courtesy. The Direct Touch (Whistle-Blower & Protection Policy) policy provides aplatform to all employees for reporting unethical business practices at workplace withoutthe fear of reprisal and help in eliminating any kind of misconduct in the system. Thepolicy also includes misconduct with respect to discrimination or sexual harassment.

The Company also has in place ' Prevention of Sexual Harassment Policy'. ThisAnti-Sexual Harassment policy of the Company is in line with the requirements of TheSexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act2013. All employees (permanent contractual temporary and trainees) are covered underthis policy.

An Internal Complaints Committee (ICC) is in place to redress complaints receivedregarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed offduring the year:

1. No. of complaints received Nil
2. No. of complaints disposed off Nil

39. SUSPENSION OF SECURITIES OF THE COMPANY

The Equity Shares of the Company have not been suspended from the trading.

40. RISK MANAGEMENT

Risk management is embedded in Vikas WSP Limited operating framework. The Companybelieves that managing risks goes hand-inhand with maximizing returns. To this effectthere is a robust process in place to identify key risks across the Group and prioritizerelevant action plans to mitigate these risks. Risk Management framework is reviewedperiodically by the Board and the Audit & Risk Management Committee which includesdiscussing the management submissions on risks prioritizing key risks and approvingaction plans to mitigate such risks.

The Company has a duly approved Risk Management Policy. The objective of this policy isto have a well-defined approach to risk. The Policy lays broad guidelines for theappropriate authority so as to be able to do timely identification assessment andprioritization of risks affecting the Company in the short and foreseeable future. ThePolicy suggests framing an appropriate response action for the key risk identified so asto make sure that risks are adequately compensated or mitigated.

The Internal Audit function is responsible to assist the Audit & Risk ManagementCommittee on an independent basis with a full status of the risk assessments andmanagement.

Operationally risk is being managed at the top level by Management Boards and atoperating level of Executive Committee of circles in India.

Detailed discussion on Risk Management forms part of Management Discussion &Analysis under the section 'Risks and Concerns' which forms part of this Annual Report.At present in the opinion of the Board of Directors there are no risks which maythreaten the existence of the Company.

41. INDUSTRIAL RELATIONS

The Company maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinting efforts of employees have enabled the Company toremain at the leadership position in the industry. It has taken various steps to improveproductivity across organization.

42. DISCLOSURE ON AUDIT COMMITTEE

Vikas WSP Limited has a qualified and independent Audit Committee. During the yearunder review there was no change in the composition of Audit Committee.

The Company complies with the provisions related to Audit Committee and SEBI (LODR)Regulations 2015 and Section 177 of the Companies Act 2013. The composition of the AuditCommittee as on March 31 2019 is as under:

Name of Committe e members DIN Category
1. Mrs. Kamini Jindal 05268741 Executive Director Member
2. Mr. Neeraj Chhabra 06467189 NonExecutive - Independent Director Member
3. Mr. Ram Awtar Mittal 02303734 NonExecutive - Independent Director Chairperson

All Members of the Committee are financially literate. For more details thereof kindlyrefer to the section 'Committees of the Board - Audit Committee' in the CorporateGovernance Report.

The Committee has adequate powers to play an effective role as required under theprovisions of the Act and Listing Regulations. During the year under review the Board ofDirectors of the Company had accepted all the recommendations of the Audit Committee..

43. AUDITORS:

In terms of the provisions of Section 139 of the Companies Act 2013 M/s S. PrakashAggarwal & Co Chartered Accountants were appointed as the Company's StatutoryAuditors by the shareholders in the AGM held on 30 September 2015 for a period of Fiveyears i.e. till the Annual General Meeting to be held in 2020.

The Said appointment is subject to ratification by the members at every AGM.Accordingly the Appointment of M/s S. Prakash Aggarwal & Co Chartered Accountantsas the Company's statuary Auditors is placed for ratification by the members. The Companyhas received a certificate from the Statutory Auditor to the effect that ratification oftheir appointment if made shall be in accordance with the provisions of Section 141 ofthe Companies Act 2013.

In terms of Section 40 of the Companies (Amendment) Act 2017 notified on May 7 2018as per the Notification issued by Ministry of Corporate Affairs Govt. of India [FileNo.1/1/2018-CL.I dated May 07 2018]. the requirement for ratification of Appointment of

Statuary Auditors by members at every Annual General Meeting has been omitted andaccordingly members approval is not required for ratification of their appointmentannually. The Board has duly examined the statutory auditor's Report to the financialstatements which is self-explanatory. Clarifications wherever necessary have beenincluded in the Notes to financial statements section of the Annual Report.

44. SECRETARIAL AUDITORS

The Company had appointed M/s. S Vivek & Associates Company Secretaries toconduct its Secretarial Audit for the Financial Year ended March 31 2019. The Secretarial

Auditors have submitted their report for compliance of the provisions of applicableCorporate Laws and other applicable Lows on the Company. The Report on Secretarial Auditis self-explanatory on compliances and attached as Annexure-XI-A to this report.

Secretarial Compliance Report Pursuant to Regulation 24A of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 read with SEBI Circular No.CIR/CFD/CMD1/27/2019 dated February 08 2019 in addition to secretarial audit AnnualSecretarial Compliance Report given by M/s. S Vivek & Associates Company Secretarieson compliance of all applicable SEBI Regulations and circulars/guidelines issuedthereunder is annexed as Annexure-XI-B.

Further pursuant to above said SEBI circular listed entities shall additionally onan annual basis require a check by the Practicing Company Secretary on compliance of allapplicable SEBI Regulations and circulars/ guidelines issued thereunder consequent towhich the Practicing Company Secretary shall submit a report to the listed entity in themanner specified in this circular. The Company has obtained annual secretarial compliancereport from Vivek Sharma of M/s. S Vivek & Associates Company Secretaries for thefinancial year ended march 31 2019 and same has been submitted to the stock exchangeswithin the stipulated time copy of which is appended to the Report on Annual Report.

45. APPRECIATION

Your Directors wish to place on record their sincere appreciation of the efforts anddedicated services of all the employees who have contributed by staying with the Companyin the tough period.

46. CFO CERTIFICATION

The Certificate required under Regulation 17(8) of the Listing Regulations duly signedby the CFO of the Company was placed before the Board. The same is provided as AnnexureXII to this report.

47. GREEN INITIATIVES

Electronics copies of the Annual Report 201819 and the Notice of the 31st AnnualGeneral Meeting are sent to all members whose email addresses are registered with theCompany/ depositary participants. For members who have not registered their email addressphysical copies are sent in the permitted mode.

48. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "code ofbusiness conduct" which forms an Appendix to the Code. The Code has been posted onthe Company's \ www.vikaswsvlkd.in .

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.

49. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING IN COMPANIES SECURITIES

Your company has formulated code of conduct for prevention of Insider Trading inCompany's Securities ("Code") in accordance with SEBI (Prohibition of InsiderTrading) Regulation 2015. The Objective of this code is to protect the interest ofShareholders at large to prevent misuse of any price sensitive information and to preventany insider trading activity by dealing in share s of the Company by its DegsignatedPerson s. M r. Gunjan Kumar Karn Company Secrecy and Compliance Officer of the Companyare authorized to act as Compliance officer under the Code.

50. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act L013 the Company hascomplied with the applicable provisions of the Secretarial Standards issued by the ofCompany Secretaties of India and notified by Ministry of Corporate Affairs.

51. HONOURED LISTING ON NSE PLATFORM

First half of 2019-20 hes been considered es e year of success end achievements. In oneof e circular issued by National Stock Exchange Limited dated August 16 2019 Saturdayhevn honoured end permitted Vikes WSP Limited end securities of other 13 Companies totrade end admitted to dncl on the exchange. Such circular wes effective from MondayAugust 19 2019.

Various Points would hevn been considered by the National Stock Exchange Limited beforehonouring 14 such Companies including Vikes WSP Limited. Our Company hes always compliedwith ell thn Compliances that were applicable end hed always complied with ell thnCorporate Governance requirements.

Vikes WSP Limited is thankful to thn National Stock Exchange Limited for such honouredListing.

NSE Symbol: VIKASWSP ISIN: INE706A01022

(Download ref. No.: NSE/CML/41893 end circular ref. no.: 0693/2019)

https://www.nseindia.com/content/circulars/ML41893 .pdf

ACKNOWLEDGEMENTS

Thn Board of Directors places on record its appreciation for the support assistanceand co-operation received from Government Regulators and thn bankers to thn Company i.n.Union Bank of Indie Punjab National Bank end Union Bank of Indie.

Thn Board is thankful to thn shareholders for thnir support to thin Company. Thin Boardis also thankful to thn employees of thn Company for thnir co-operation and unstinteddedication to duty leading to cordial industrial relations during the year under review.

For and on behalf of the Board of Directors

SD/-

Bajrang Dass Aggarwal

Chairman cum

Managing Director (DIN: - 00036553)

Place : Sri Ganganagar

Date : 04.09.2019

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