BOARD'S REPORT The Members, Vikas GlobalOne Limited Your Directors have pleasure in presenting the 30th (Thirtieth) Annual Report of your Company and Audited Statement of Accounts for the year ended 31st March, 2015. During the year under review the Company has achieved Net Sales of Rs. 21101.55 Lac and a net profit before tax of Rs. 622.29 Lac as against net sales of Rs. 16968.35 Lac and Profit before tax of Rs. 374.73 Lac in the previous financial year 2013-14 respectively. Your Company is financially strong and self reliant in terms of funds generation, debt servicing and has been able to generate sufficient profits for dividend payouts. A constant rise in turnover and profits of the Company is apparent and your Directors are expecting better results both in terms of operations of the Company and its financial position. STATE OF AFFAIRS OF THE COMPANY The Company has been expanding its operations both in terms of product base and customer base. We have been trying to capture new markets for our products. The operations of the Company are growing steadily and constant raise in performance of the Company is evident from its promising financial prospects. The Manufacturing plants of the Company are located in the state of J&K and Rajasthan. During the year, two manufacturing units were established one at Bawana, Delhi and another at Sitarganj, Uttrakhand. This has been done keeping in mind the strategic and locational advantages with regard to availability of raw material and potential for finished goods. No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report. FUTURE OUTLOOK As a move forward and with the help of Technology & Innovation, your Company is planning to introduce new products in market. The Company is scheduling another manufacturing unit at land allotted by Gujarat Industrial Development Corporation (A Government of Gujarat undertaking) at Dehej-II, Industrial Estate, District- Bharuch (Gujarat) to cater the market of Western and Southern India and also for exports its products like Methyle Tin Mercaptile and Epoxidised Soya Bean Oil. Your Company is also planning for Overseas Direct Investment in form of JV/WOS abroad. DIVIDEND Your Directors are pleased to recommend a dividend @ 5% i.e. of Rs. 0.05/- (Five Paisa) per share on 25,42,39,675 (Twenty Five Crore Forty Two Lac Thirty Nine Thousand Six Hundred Seventy Five) Equity Shares for the current financial year. The dividend if approved and declared in the ensuing Annual General meeting would result in a payout of Rs. 1,27,11,983.75/- (Rupees One Crore Twenty Seven Lac Eleven Thousand Nine Hundred Eighty Three and Paisa Seventy Five) and Dividend Distribution Tax of Rs. 24,26,119/- aggregating a total outflow of Rs. 1,51,38,103/-. Amounts proposed to be carried to Reserves. A sum of Rs. 26,50,085/- (Rupees Twenty Six Lac Fifty Thousand Eighty Five) being 7% of the net profits of the Company for the current financial year as considered appropriate by the Board has been transferred to General Reserve of the Company. DEPOSITS The Company has neither accepted nor renewed any deposits during the year under review. SHARE CAPITAL During the year under review, the Authorized Share Capital of the Company was increased from Rs. 15,95,00,000/- (Rupees Fifteen Crore Ninety Five Lac) to Rs. 26,00,00,000/- (Rupees Twenty Six Crore) by creation of 10,05,00,000 Equity Shares of Rs. 1/- each aggregating to addition of Capital of Rs. 10,05,00,000/- (Rupees Ten Crore Five Lac). BONUS SHARES During the year under review the Company made bonus issue of Rs. 15,25,43,805/- (Rupees Fifteen Crore Twenty Five Lac Forty Three Thousand Eight Hundred Five) in the proportion of 3:2 i.e. 3 equity shares for every 2 equity shares held, 15,25,43,805 Equity Shares of Rs. 1/- (Rupees One) Each as fully paid Bonus Shares by utilization of Rs. 7,36,16,255/- out of Securities Premium Account and Rs. 7,89,27,550/- out of General Reserve & Surplus, to the existing shareholders of the Company in accordance with the provisions of Section 63 of the Companies Act, 2013 read with Rule 14 of the Companies (Share Capital and Debentures), Rules 2014 and SEBI (Issue of Capital and Disclosure Requirements), Regulations, 2009. EMPLOYEES' STOCK OPTION SCHEME (ESOS) The Company pursuant to the Special Resolution passed at the Annual General Meeting held on 28th September, 2011 for issue and allotment of Equity shares under Employee Stock Option Scheme (ESOS), has constituted a Compensation Committee. An Employee Stock Option Scheme 2011 (ESOS 2011) to reward the Employees of the Company for their performance and association with the Company and to motivate them to contribute to the growth and profitability of the Company, was accordingly formulated and implemented. During the previous financial year 2013-14, 6,56,500 equity shares of Rs. 1/- each were allotted to the eligible employees and Directors consequent to vesting and exercise of first tranche of options granted. However no exercise of options has taken place during the financial year under reporting and thus no shares has been allotted under Employee Stock Option Scheme 2011 of the Company. Disclosures under Regulation 14 of Securities Exchange Board of India (Share Based Employment Benefits) Regulations, 2014 are available at website of the Company www.vikasglobal.com at weblink http://www.vikasglobal.com/gifs/Disclosure%20under%20SEBI.pdf. ANNUAL RETURN The extracts of Annual Return in Form MGT-9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in "Annexure A" annexed to this Report. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES During the year under review, the Company disposed off its investment in its Wholly Owned Subsidiary, Moonlite Technochem Private Limited, by sale of 31,49,070 Equity Shares of face value Rs. 10/-each at Rs. 17/- each being the fair market value of the shares aggregating to an inflow of Rs. 5,35,34,190/- (Rupees Five Crore Thirty Five Lac Thirty Four Thousand One Hundred and Ninety) and thereby a profit of Rs. 1,88,23,854/- (Rupees One Crore Eighty Eight Lac Twenty Three Thousand Eight Hundred Fifty Four) has been earned on the transaction which has been reported under the head of "Other Income". The Company has acquired/taken over business of its earlier associate concern "Sigma Plastic Industries" w.e.f. 1st April, 2014 by acquisition of balance 25% stake of the said concern and thereby increasing its stake in the said concern to 100%. "Sigma Plastic Industries" has thus been dissolved. Thus as on 31st March, 2015, the Company does not have any Subsidiary, Joint venture or Associate Company. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 The particulars of Loans, guarantees or investments made under Section 186 by the Company are as under: 1. The Company had invested Rs. 3,47,10,336/-(Rupees Three Crore Forty Seven Lac Ten Thousand Three Hundred and Thirty Six) in its wholly owned subsidiary, Moonlite Technochem Private Limited. The said investment was disposed of during the year under review. 2. The Company had given Corporate Guarantee to the Bank of Rs. 16 Crore for Moonlite Technochem Private Limited (MTPL), Wholly Owned Subsidiary of the Company. Consequent to disposal of investment, the MTPL ceased to be subsidiary of the Company; revocation of the said Guarantee has been initiated and is under process. There were no other loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review. PARTICULARS OF CONTRACTS OR ARRANGEMENTS ENTERED WITH RELATED PARTIES The particulars of Contracts or Arrangements entered with related parties and justification for the same made pursuant to Section 188 during the year under review are furnished under Form AOC-2 annexed to this report as "Annexure B". DIRECTORS AND KEY MANAGERIAL PERSONNEL During the year under review, Mr. Purushottam Dass Bhoot was appointed as Independent Director in terms of Section 152 of the Companies Act, 2013 for a term of 5 years at the Annual General Meeting of the Company held on 29.09.2014. Mr. Ashutosh Kumar Verma was appointed on the Board of the Company at the Annual General Meeting held on 29.09.2014. On 14.02.2015, he was designated as Key Managerial Personnel by appointment as Chief Executive Officer and Whole Time Director subject to approval of members at the ensuing Annual General Meeting. Ms. Deepika Bhardwaj was appointed as Additional Director (Women Director) of the Company on 14.02.2015 and has resigned from Directorship of Company on 18.05.2015. Ms. Jyoti Somani working as Company Secretary of the Company w.e.f. 01.11.2011, resigned on 23.05.2014. Thereafter Mr. Sunil Malik was appointed as Company Secretary of the Company on 24.05.2014; he resigned from the position on 03.11.2014. Ms. Gayatri Chawla has been appointed as Company Secretary of the Company on 14.02.2015. Mr. Vikram Dang was appointed as Chief Financial Officer of the Company on 13.11.2014 however due to his health reasons; he resigned from the position on 18.01.2015, Mr. Pankaj Kumar Gupta working with Company as Manager Accounts was promoted and appointed as Chief Financial Officer of the Company on 14.02.2015. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW 6 (Six) Board meetings were held during the financial year under review. Details of the meeting and attendance are forming part of the Corporate Governance Report. MANAGERIAL REMMUNERATION AND OTHER DISCLOSURES Disclosure pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. a) The particulars of ratio of the remuneration of each Director to the median employee's remuneration and other details pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are furnished as "Annexure C" attached to this report. b) None of the employee of the Company is in receipt of remuneration aggregating to Rs. 60 Lac for the year or Rs. 5 Lac for a month during the year 2014-15 and is also not falling under the criteria of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, thus disclosure in this respect is not required. c) No Director of the Company, including its Managing Director or Whole-Time Director, is in receipt of any commission from the Company or its Subsidiary Company. ANNUAL EVALUATION BY THE BOARD The annual evaluation of performance of Board as a whole and that of its committees and individual directors is undertaken at periodic intervals in a staged manner where first the discussions are held and criteria is laid down at meeting of Independent Directors and then by the Board itself. The criteria for evaluation of performance of Board includes among other things Constitution of Board, Diversity, Number of Board Members, Skills and Expertise of members of Board, financial performance of the Company, Compliance and other similar aspects etc. DECLARATION OF INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013, listing agreement and the relevant rules. The details pertaining to Familiarization Programme for Independent Directors has been provided in Corporate Governance Report. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES The Company has laid down policy on appointment of Directors, payment of Managerial Remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters in terms of Section 178(3) of the Companies Act, 2013 read with listing agreement is annexed herewith as "Annexure D". The Composition and other details of Nomination and Remuneration Committee are detailed in Corporate Governance Report. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. The Company has developed a risk management policy and has also constituted Risk Management Committee consisting majority of non-executive independent Directors for timely recognition and cure of the business, financial and other risks associated with the working of the Company. The composition and other details of the Risk Management Committee of the Company are detailed in Corporate Governance Report. The Committee meets at regular intervals and monitors implementation of Risk Management Policy of the Company. DEVELOPMENT AND IMPLEMENTATION OF POLICY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The Company has duly constituted a Committee under the nomenclature of Corporate Social Responsibility Committee consisting of majority of non-executive independent Directors. The Committee has developed Corporate Social Responsibility Policy of the Company and is monitoring implementation of the same. The CSR Committee reports to the Board. The said CSR policy of the Company is also posted on the Website of the Company at www.vikasglobal.com. During the year under review, the Company undertook CSR initiative for cause of Education through the "Maharaja Agrasen Technical Education Society (Regd.)" and Rs. 12,00,000/- (Rupees Twelve Lac) were allocated and spent for the said cause of promoting education being one of the areas Company is presently focusing. The Annual Report on Company's CSR activities is furnished in "Annexure E" and attached to this report. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM In terms of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 and listing agreement with stock exchanges, the Audit Committee of the Company is duly constituted and consists of the following Independent & Non-Executive Directors' as members: 1. Mr. Narender Kumar Garg* 2. Mr. Purushottam Dass Bhoot 3. Mr. Sumer Chand Tayal *Mr. Narender Kumar Garg is no longer associated with the Company as Director; he resigned from Directorship on 29.04.2015. Terms of reference and other details of the Committee are detailed in Corporate Governance Report. The Company has also established a vigil mechanism and overseas it through the Audit Committee to resolve the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace pursuant to the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment (if any). The policy has set guidelines on the redressal and enquiry process that is to be followed by complainants and the ICC, while dealing with issues related to sexual harassment at the work place. All women employees whether permanent, temporary, contractual and trainees are covered under this policy. The Company has not received any complaints during the year. AUDITORS & AUDITORS' REPORT M/s RSPH & Associates, Chartered Accountants (Firm Registration No. 003013N), New Delhi were appointed as Auditors of the Company at the Annual General Meeting held on 29th September, 2014. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the Auditors to the effect that if their appointment is confirmed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The report of the Auditors together with their notes to accounts forming part of the Balance Sheet and the Cash Flow Statement as at 31st March, 2015 and the Statement of Profit & Loss for the year ended on that date are self explanatory and do not call for any further explanation from the Directors. INTERNAL AUDITORS & INTERNAL CONTROL SYSTEMS The Management continuously reviews the internal control systems and procedures for the efficient conduct of the Company's business and Financial Statements. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses. In terms of Section 138 of Companies Act, 2013, M/s. Pandey Amit & Associates (Registration No. 025425N), the internal auditors of the Company conduct the Audit on regular basis and the Audit Committee actively reviews internal audit reports and effectiveness of internal control systems. Internal Control Systems are implemented to safeguard the Company's assets from loss or damage, to keep constant check on the cost structure, to prevent revenue leakage, to provide adequate financial and accounting controls and implement accounting standards. The Company has a rigorous business planning system to set targets and parameters for operations which are reviewed with actual performance to ensure timely initiation of corrective action, if required. COST AUDITORS The Company has appointed M/s. Niraj Kumar Vishwakarma & Associates (Firm Regn. No. 101683), Cost Accountants for conducting Cost Audit for the financial year 2015-16 under the provisions of Section 139 of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under section 141 read with section 139 and 148 of the Companies Act, 2013. The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and arm's length relationship with the Company. SECRETARIAL AUDITORS & SECRETARIAL AUDITORS' REPORT The Company has in terms of Section 204 of the Companies Act, 2013 appointed M/s. AAA & Associates, Company Secretaries for secretarial audit of the financial year 2014-15, the report of secretarial auditor is annexed hereto and forming part of this report. The report of Secretarial Auditors' is self explanatory and do not call for any further explanation from the Directors. DIRECTORS' RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:— (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities (d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure F" attached to this report. CREDIT RATINGS During the year under review Brickwork Ratings India Private Limited, A SEBI, RBI & NSIC registered credit rating agency in India, has assigned Bank rating BWR BBB- (BWR Triple B minus) for Long-term bank facilities and the Outlook of which is Stable regarding timely servicing of financial obligations and BWR A3 (BWR A Three) for Short-term bank facilities. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is provided separately and is forming part of the Annual Report. CORPORATE GOVERNANCE REPORT Report on Corporate Governance under Clause 49 of the Listing Agreement is produced separately and is forming part of this report. A Certificate from Practicing Company Secretary regarding compliance of the conditions of the Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is attached with the Corporate Governance Report. Certificate of the Managing Director, inter-alia confirming the correctness of the financial statements, compliance with Company's Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchange, is also attached in the Corporate Governance Report. LEGAL & CORPORATE MATTERS The legal cases filed by and against the Company, pending adjudication are not material in nature and are by and large commercial. A winding up petition has been filed against the Company by M/s. ADM Agro Industries Kota and Akola Private Limited, alleging non-payment of Rs.41,15,664/-The debt is disputed and has already been challenged by the Company, through a civil case, for recovery of damages on grounds of non-fulfillment of obligation by said M/s. ADM Agro Industries Kota and Akola Private Limited. A summary suit for recovery of debt concerning the matter is also pending adjudication. Presently all these matters are being heard and subjudice before Court of Law. The Company is confident that the matters would be decided in its favor. There are no significant or material orders passed by the regulators /court affecting going concern status or Company's operations in near future. LISTING OF SECURITIES Equity Shares of the Company are listed at National Stock Exchange (NSE) and Bombay Stock Exchange (BSE). The Annual Listing Fee including service tax for the financial year 2014-15 has been paid to all of the Stock Exchanges. ACKNOWLEDGEMENTS Your directors place on the record their sincere appreciation for the valuable assistance and continued support received from our esteemed customers, government authorities, financial institutions, banks and shareholders of the Company. We further express our gratitude to all our employees for their committed services to the Company. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS Vikas GlobalOne Limited (Purushottam Dass Bhoot) Chairman & Director DIN-00094087 (Vikas Garg) Managing Director DIN-00255413 |