vegpro foods & feeds ltd-bs-2013 · vegepro foods & feeds limited your directors have...

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VEGEPRO FOODS & FEEDS LIMITED

NOTICE

NOTICE is hereby given that the 25th Annual GeneralMeeting of the members of Vegepro Foods & FeedsLimited will be held at the registered Office of theCompany at A/2 Rahiya Industrial Estate, Kalpi Road, Orai,District: Jalaun-285001 U.P. on Friday, 27th September,2013 at 10.00 a.m. to transact the following business :-

ORDINARY BUSINESS

1. To receive, consider and adopt the Profit & LossAccount for the year ended on 31st March, 2013and the Balance Sheet as at that date and theReports of the Directors and the Auditors thereon.

2. To appoint a Director in place of Mr. M. K. Gupta whoretires by rotation and being eligible, offer himselffor re-appointment.

3. To appoint Auditors to hold office from the conclusionof this Meeting till the conclusion of the next AnnualGeneral Meeting and to authorize the Board ofDirectors to fix their remuneration.

SPECIAL BUSINESS

To consider and, if thought fit, to pass, with or withoutmodification, the following resolution which will beproposed as an Ordinary Resolution:-

4. “Resolved that Mr. Sanjay Rawka, who wasappointed as an Additional Director by the Boardunder Section 260 of the Companies Act, 1956 andArticle 108 of the Articles of Association of theCompany and who holds office only upto the date ofthis Annual General Meeting and in respect of whomthe Company has received Notice in writing underSection 257 of the Companies Act, 1956 from amember signifying his intention to propose him as acandidate for the office of a Director of the Company,be and is hereby appointed a Director of theCompany.”

5. Resolved that Mr. Shyam Sunder Sharma, in respectof whom the Company has received notice in writingfrom a member under Section 257 of the CompaniesAct, 1956, proposing his candidature for the officeof Director, be and is hereby appointed as a Directorof the Company.

6. “Resolved that pursuant to the provisions ofSections 198, 269, 309 and 310 read withSchedule XIII and other applicable provisions, ifany, of the Companies Act, 1956 (hereinafterreferred to as “the Act”) (including any statutorymodifications or re-enactment thereof for the timebeing in force), the Board hereby approves,subject to the approval of Shareholders, theappointment of Mr. Shyam Sunder Sharma as the

NOTES:1. A Member entitled to attend and vote at the

Meeting is entitled to appoint a proxy toattend and vote on a poll instead of himself /herself and a proxy need not be a Memberof the Company.

2. Proxies in order to be effective, must be receivedby the Company, duly filled, stamped and signed,at its Registered Office or at its AdministrativeOffice not less than 48 hours before the Meeting.

3. Corporate Members intending to send theirauthorized representatives to attend the AnnualGeneral Meeting are requested to send a dulycertified copy of their Board Resolution authorizingtheir representatives to attend and vote at the 25thAnnual General Meeting.

4. Members/Proxies/Representatives should bring theenclosed Attendance slip, duly filled in, for attendingthe Meeting.

Chairman & Managing Director of the Companyfor a period of three years commencing from the26th day of March, 2013 on the terms, conditionsand on such remuneration as set out in the draftAgreement placed before the Meeting and initialedby the Chairman of the Remuneration Committeefor the purpose of identification (hereinafterreferred to as “the Agreement”) whichAgreement shall be executed between theCompany and Mr. Shyam Sunder Sharma uponreceipt of all requisite approval(s) for hisappointment as Chairman & Managing Director”.

“Resolved Further that the remuneration andperquisites as set out in the draft Agreement andapproved at this Meeting, Mr. Shyam SunderSharma opted not to draw any remuneration fromthe Company till the situation improves in view ofthe company being a Sick Industrial Company”.

“Resolved Further that the Board of Directorsof the Company be and is hereby authorized torevise, amend, alter and vary the terms andconditions of his appointment as specified in thedraft Agreement in such manner as may fromtime to time be prescribed in the aforesaidSchedule XIII or any modification thereto, as maybe agreed to by and between the Board and Mr.Shyam Sunder Sharma”.

Registered Office:A/2 Rahiya Industrial Estate, By Order of the BoardKalpi Road, OraiDistrict: Jalaun-285001 U.P. (Shyam Sunder Sharma)Dated: 29th May, 2013 Chairman & Managing Director

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5. The Register of Members and Share TransferBooks of the Company shall remain closed fromTuesday, September 17, 2013 to Friday, September27, 2013 both days inclusive.

6. Members holding shares in the Physical mode arerequested to intimate all changes pertaining to theirBank details, nominations, power of attorney,change of address, etc. to the Company'sRegistrars and Share Transfer Agents -M/s. CB Management Services Pvt Ltd.,P-22 Bondel Road, Kolkata - 700 019, WestBengal, respectively.

7. Members who hold shares in physical form inmultiple folios in identical names or joint accounts inthe same order of names are requested to sendthe share certificates to the Company's Registrarand Transfer Agents for consolidation into a singlefolio.

8. As per the green initiative taken by the Ministry ofCorporate Affairs, the shareholders are advised toregister their e-mail address with the RTA, M/s. CBManagement Services (P) Limited, in respect ofshares held in physical form to enable the Companyto serve documents in electronic form.

9. All documents referred to in the accompanyingNotice and Explanatory Statement are open forinspection at the Registered Office of the Companyon all working days, except Saturdays, between11 a.m. and 1 p.m. up to the date of the 25th AnnualGeneral Meeting.

EXPLANATORY STATEMENT

As required by Section 173 (2) of the Companies Act,1956, in respect of the items of Special Businessmentioned in the Notice.

Item No. 4

Mr. Sanjay Rawka, was appointed as an AdditionalDirector of the Company by the Board of Directors witheffect from October 1, 2012. In accordance with theprovisions of Section 260 of the Companies Act, 1956and Article 108 of the Articles of Association, Mr. SanjayRawka shall hold office up to the date of this AnnualGeneral Meeting. The Company has received Notice froma Member in writing under Section 257 of the CompaniesAct, 1956, separately signifying his intention to proposethe appointment of Mr. Sanjay Rawka as the Director atthis Annual General Meeting.

The Board of Directors is confident that his vastknowledge and experience will be of great value to theCompany and hence recommends the Resolution No. 4for your approval.

None of the Directors of the Company, other than Mr.Sajnay Rawka is interested in the said Resolution.

Item No. 5 & 6

The Board of Directors of the Company at their meetingheld on 11th February 2013, appointed Mr. ShyamSunder Sharma, as an Additional Director of theCompany with effect from 11th February 2013. In termsof Section 260 of the Companies Act, 1956, read withArticle 108 of Articles of Association of the CompanyMr. Shyam Sunder Sharma will hold office of AdditionalDirector up to the date of this Annual General Meeting.Pursuant to Section 257 of the Companies Act, 1956,the Company has received a notice in writing withrequisite deposit from a member signifying his intentionto propose Mr. Shyam Sunder Sharma for appointmentas a Director of the Company. Pursuant to Section 264of the Companies Act, 1956, Mr. Shyam Sunder Sharmahas consented to act as a Director, if appointed.

Mr. Shyam Sunder Sharma is a Commerce Graduate.Mr. Sharma has over 15 years of rich and diversifiedexperience. The Board of Directors at its meeting heldon 26th March 2013 appointed Mr. Shyam SunderSharma as the Chairman & Managing Director of theCompany, for a period of 3 years with effect from 26thMarch 2013.

The terms and Conditions of his appointment were:

(1) PERIOD :

26th March, 2013 to 25th March, 2016.

(2) NATURE OF DUTIES :

The Chairman & Mg Director shall devote sufficienttime and attention to the business of the Companyand shall have control of and shall be responsiblefor the general conduct and management of thebusiness and affairs of the Company, subject tothe superintendence and control of the Board ofDirectors.

(3) REMUNERATION :

The Chairman & Mg Director shall be entitled to theemoluments, benefits and perquisites subject to theceiling limits laid down in Section 198, Section 309and Schedule XIII to the Companies Act, 1956.

(4) SALARY :

The Chairman & Mg Director opted not to draw anyremuneration from the Company till the situationimproves in view of the company being a SickIndustrial Company.

(5) MINIMUM REMUNERATION :

In the event of absence or inadequacy of profits inany financial year, the Chairman & Mg. Director

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DETAILS OF DIRECTORS RETIRING BY ROTATION AND SEEKING RE-APPOINTMENT

(In Pursuance of Clause 49 of the Listing Agreement)

Particulars Date of Date of Qualifications No. of Expertise in Chairman/Director Chairman/MemberBirth Appointment Equity specific of other Companies of Commitees of

Shares held functional (excluded foreign the Boards ofareas Companies) Companies of

which he is Director(exclude private andforeign companies)

Mr. Shyam 31.03.1952 11.02.2013 B.Com Nil Secretarial Ni l Ni lSunder & FinanceSharma

Mr. Sanjay 28.08.1969 01.10.2012 B.Com Nil Finance Fruenkop NilRawka (India) Ltd.

Mr. M.K. 26.07.1955 29.07.2009 B.Com Nil Secretarial Dhanani NilGupta & Finance International Ltd.

shall be paid Salary and perquisites as per termsand conditions prescribed in Section II of Part II ofSchedule XIII of the Companies Act, 1956.

(6) OTHER TERMS :

(i) The Chairman & Mg Director shall not be paidany sitting fees for attending the meetings ofthe Board of Directors or Committees thereof.

(ii) The Chairman & Mg Director shall not becomeinterested or otherwise concerned directly orthrough his wife and/or children in any sellingagency of the Company without the priorapproval of the Central Government.

(iii) The Chairman & Mg Director shall be entitled toreimbursement of all actual expenses,including on entertainment and travelling,incurred in the course of the Company'sbusiness.

(iv) The Appointment may be terminated by theCompany or by the Chairman & Mg Director bygiving not less than one months' prior notice inwriting.

The Board of Directors is confident that his vastknowledge and experience will be of great value to theCompany and hence recommends the ResolutionNo. 5 & 6 for your approval.

None of the Directors of the Company, other than Mr.Shyam Sunder Sharma is interested in the saidResolution.

Registered Office:

A/2 Rahiya Industrial Estate, By Order of the BoardKalpi Road, OraiDistrict: Jalaun-285001 U.P. (Shyam Sunder Sharma)Dated: 29th May, 2013 Chairman & Managing Director

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To the Members ofVegepro Foods & Feeds Limited

Your Directors have pleasure in presenting their 25thAnnual Report to the Members together with the AuditedAccounts for the year ended 31st March, 2013.

FINANCIAL RESULT(Rs. In thousand)

Particulars For the Year For the Yearended ended

31.03.2013 31.03.2012

Other Income 5,368 7,025

Profit/(Loss) before 1,376 5,230Depreciation

Depreciation (1,031) (7,236)

Profit/(Loss) after tax 345 (2,006)

DIVIDEND :

In view of the past accumulated losses of the Company,the Directors are unable to recommend any dividend forthe year.

OPERATIONAL REVIEW :

During the Financial year 2012-13 the Company has notcarried any activities and the Plant Capacity remainedunutilized during the whole year. The revival process isstill under consideration before the Hon'ble AAIFR.

DIRECTORS :

Mr. Shyam Sunder Sharma, Additional Director of thecompany resigns and is appointed as the Chairman andManaging Director three years subject to approval ofmembers in the ensuing General Meeting.

Mr. Sanjay Rawka has been appointed as the AdditionalDirector of the company on October 1, 2012.

Mr. R. S. Goenka and Mr. J. K. Srivastava have resignedfrom the post of Director of the Company w.e.f.September 29, 2012 and February 11, 2013respectively. The Board appreciates the valuable effortsput in during their form of Directorship.

DIRECTORS' REPORT

Notice have been received from Member of the Companyunder Section 257 of the Companies Act, 1956 for theappointment of Mr. Sanjay Rawka as Director.Appropriate resolution seeking your approval for hisappointment is appearing in the Notice Convening theensuing Annual General Meeting of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT :

In compliance with Section 217(2AA) of the CompaniesAct, 1956, the Board of Directors of the Companyconfirms:

(i) That in the preparation of the Annual Accounts,the applicable accounting standards have beenfollowed;

(ii) that the selected accounting policies were appliedconsistently and the directors made judgments andestimates that are reasonable and prudent so asto give a true and fair view of the state of affairsof the Company as at March 31, 2012 and of theprofit or loss of the Company for the year endedon that date;

(iii) that proper and sufficient care has been taken forthe maintenance of adequate accounting recordsin accordance with the provisions of aforesaidAct for safeguarding the assets of the Companyand for preventing and detecting fraud and otherirregularities;

(iv) That the Annual Accounts have been prepared onthe going concern basis.

AUDITORS :

M/s S. Mandal & Co., Chartered Accountants, thestatutory auditors of the Company shall retire at theconclusion of the ensuing Annual General Meeting andare eligible for re-appointment. Accordingly, it isproposed to re-appoint them as the Statutory Auditorsof the Company to hold office until conclusion of thenext Annual General Meeting.

AUDITORS COMMENTS :

The remarks of the Auditors in their Report have beendealt with suitably in the various Notes forming part ofthe Accounts in respect of the financial year underreview.

CORPORATE GOVERNANCE :

Under Clause 49 of the Listing Agreement with theStock Exchanges, the Management Discussion &Analysis and Corporate Governance Report togetherwith a certificate from the practicing Company Secretary

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confirming compliance are set out in the Annexureforming part of this Annual Report.

LISTING IN STOCK EXCHANGE :

The trading of equity shares of the Company standssuspended at Bombay Stock Exchange, Delhi StockExchange and Uttar Pradesh Stock Exchange and stepsare being taken by the management for resumption ofnormal trading soon.

ENERGY CONSERVATION, TECHNOLOGY ABSORP-TION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO :

Particulars of conservation of energy, technologyabsorption and foreign exchange earnings and outgoas per Section 217(1)(e) of the Companies Act, 1956and rules made there under are not applicable since nomanufacturing activities was carried during the financialyear.

Industry structure & developments

The Company is registered as a Sick Company underSection 3(II) (O) of the Sick Industrial Companies (SpecialProvision) Act, 1985 with Board of Industrial andFinancial Reconstruction (BIFR) in view of erosion ofentire net worth of the Company.

Opportunities and Threats

The Company is before AAIFR and steps are beingtaken for its speedy revival and the factory is non-operational since the year 2000.

Segment-wise or product wise performance

The Company does not have any reportable segment.

Outlook

The company is hopeful for its revival.

Risks and Concerns

The Company's plant is lying closed since twelve yearsand the Company is before AAIFR.

Internal Control systems and their adequacy

Internal control systems are generally adequate.However, in view of no manufacturing activities, nointernal audit has been carried out during the year.

EMPLOYEE PARTICULARS :

None of the employees of the Company were in receiptof remuneration during the year ended March 31, 2013in respect of whom particulars are required to befurnished under Section 217(2A) of the Companies Act,1956 read with the Companies (Particulars ofEmployees) Rules, 1975, as amended.

ACKNOWLEDGEMENTS :

The Directors wish to place on record their appreciationof the support received from Government, LocalAuthorities, Financial Institution, Banks and employeesof the Company.

By Order of the BoardPlace: Kolkata (Shyam Sunder Sharma)Date: 29th May, 2013 Chairman & Managing Director

Discussion on financial performance with respectto operational performance

The company's plant capacity remained unutilized duringthe entire year under review. Cost control measureshave been carried out extensively. Expenses which areessential in nature are only been incurred.

Material developments in the Human Resources /Industrial relations front including number ofpeople employed.

The plant is closed as aforesaid since last twelve years.

Cautionary Statement

Statement in the Management Discussion and Analysiscould differ materially from those expressed or implied.Important factors that could make a difference to theCompany's operations include economic conditions,changes in Government regulations, fiscal laws andother statutes.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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I. COMPANY'S PHILOSOPHY ON CORPORATEGOVERNANCE

The Company believes in and continues to practicegood Corporate Governance to improve corporateimage. The basic philosophy of CorporateGovernance in the Company emphasizes on highestlevels of transparency, accountability and equity,in all respects of its operations.

II. BOARD OF DIRECTORS

Composition

The Board consistes of 4 Members, of whom3 (three) are Non-Executive Directors and anExecutive Chairman, all of whom areIndependent Directors. The size andcomposition of the Board conforms to therequirements of Clause 49 of the ListingAgreement with Stock Exchanges. The detailsof the Board of Directors as at 31st March,2013 and their Directorships/Memberships inCommittees of other Companies are as under :

Name of Category FY 2012-13 No. of No. ofthe Attendance Directorships CommitteeDirectors at in other positions

Public held in otherCompanies Public

Companies*

BM Last AGM Chairman Member Chairman

Mr. Shyam Executive &Sunder Independent 2 No – – –Sharma 1

Mr. Sanjay N o n - E x e c u t i v e 3 No – 1 –R a w k a 2 Independent

Mr. Gopal N o n - E x e c u t i v e 6 No – 2 –D a g a 3 Independent

Mr. M. K. N o n - E x e c u t i v e 6 Y e s – 1 –G u p t a Independent

Mr. R. S. N o n - E x e c u t i v e 3 No – – –G o e n k a 4 Independent

Mr. J. K. N o n - E x e c u t i v e 4 Y e s – – –Srivastava5 Independent

1. Appointed as a director of the Company w.e.f. 11.02.2013



4. Ceased to be a director of the Company w.e.f. 29.09.2012


REPORT ON CORPORATE GOVERNANCE(AS PER CLAUSE 49 OF THE LISTING AGREEMENT WITH STOCK EXCHANGE)

Board Meetings

During the year, 6 Board Meetings were held on14.05.2012, 14.08.2012, 06.09.2012, 14.11.2012,11.02.2013 and 26.03.2013

The gap between any two meetings did not exceedfour months.

Mr. M. K. Gupta is liable to retire by rotation andbeing eligible, offer himself for re- appointment.Information as required under clause 49(VI) of theListing Agreement is appended to the Notice forthe 25th Annual General Meeting.

Code of conduct for Directors

The Board has framed a code of conduct for allBoard members and employees of the Companyfocusing transparency, accountability and ethicalexpression in all acts and deeds. A certificate ofaffirmation in this regard is appended.

CEO & CFO Certification

A certificate as obtained from CEO & CFO of theCompany for due compliance under Clause 49(V)of the Listing Agreement is appended herewith.

III. AUDIT COMMITTEE

The Audit Committee, constituted in line with thecomposition as prescribed by the code of CorporateGovernance, presently comprise of Mr. M. K. Gupta(Chairman), Mr. Sanjay Rawka and Mr. Gopal Daga.The scope of the Committee includes:-

a) To review internal control systems, nature andscope of audit as well as post auditdiscussions.

b) To review quarterly, half-yearly and annualstatements.

c) Reviewing with the management, externalauditors, and the adequacy of internal controlsystems.

d) To recommend to the Board on any matterrelating to Financial Management including auditreport.

e) To oversee Company's financial reportingprocess and disclosure of financialinformation.

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The composition of the Audit Committee and thedetails of meetings attended by the Directors aregiven below :

Name of Members Category No. of Meetings

Held Attended

Mr. M. K. Gupta Non-ExecutiveChairman & Independent 5 5

Mr. Gopal Daga1 Non-Executive& Independent 5 5

Mr. Sanjay Rawka2 Non-Executive& Independent 5 2

Mr. R. S. Goenka3 Non-Executive 5 3& Independent

Mr. J. K. Srivastava4 Non-Executive 5 4& Independent





The Committee met six times on 14.05.2012,14.08.2012,06.09.2012, 14.11.2012 and 11.02.2013during the year 2012-13. The Statutory Auditor isinvited to the meeting as and when required. TheChairman of the Audit Committee was also presentat the last Annual General Meeting of the Company.

IV. SHAREHOLDER'S COMMITTEE

Shareholders'/Investors' GrievanceCommit tee

Shareholders' Grievance Committee has beenformed for redressal of Investors complaintslike transfer of shares, non-receipts of annualreport, non-receipt of declared dividend, issueof duplicate certificates, transfer & trans-mission of shares & allied transactions.

The Committee oversees the performance ofM/s. C B Management Services Pvt.Limited, the Registrars and Share TransferAgents of the Company and recommendsmeasures to improve the level of investorrelated services. All the share transfer/transmission cases approved by theRegistrars are reported to the Committee. TheCommittee also keeps a close watch ondisposal status of all complaints/grievances ofshareholders.

The following three Directors are the membersof the shareholders'/ Investor's GrievancesCommittee viz. Mr. M.K. Gupta (as Chairman),

Mr. Gopal Daga and Mr. Sanjay Rawka asmembers.

Two meetings were held during the year on28.07.2012 and 28.01.2013 and was attendedby Mr. M.K.Gupta, Mr. R.S. Goenka and Mr.Gopal Daga & Mr. M.K.Gupta, Mr. Gopal Dagaand Mr. Sanjay Rawka respectively.

Compliance Officer of the Company in termsof Clause 47(a) of the Listing Agreement :

Name, designation and address :

Mr. M. K. Gupta“White House”, 4th Floor, A-Block,119, Park Street, Kolkata – 700 016Phone: (033) 2229-3340/42/43/44Fax No. (033) 2249-5009,E-mail: [email protected]

All complaints/queries received during the year underreview were duly replied/resolved and no sharetransfers were pending as on March 31, 2013. Therewere also no investors complaint pending against theCompany as on March 31, 2013 on SCORES, the webbased complaint redressal system of SEBI.

The email ID earmarked for investors complaints :[email protected]

Share Transfer Committee

To expedite the process of share transfer, theBoard has delegated the powers of sharetransfers to a committee comprising fourDirectors namely Mr. M. K. Gupta (asChairman), Mr. Shyam Sunder Sharma,Mr. Gopal Daga and Mr. Sanjay Rawka.

During the financial year 2012-13 thecommittees met 7 times on the following dates:

13.04.2012, 15.05.2012, 29.06.2012,10.10.2012, 03.12.2012, 18.01.2013 and22.03.2013.

V. GENERAL BODY MEETINGS OF LAST 3 YEARS

a) Details of venue, date and time of the lastthree Annual General Meetings

Year Venue Day & Date Time

2009-2010 A/2 Rahiya Industrial Estate, Wednesday 10.00 AMKalpi Road, Orai, 29.09.2010District : Jalaun-285001, U.P.

2010-2011 A/2 Rahiya Industrial Estate, Friday 10.00 AMKalpi Road, Orai, 30.09.2011District : Jalaun-285001, U.P.

2011-12 A/2 Rahiya Industrial Estate, Saturday 10.00 AMKalpi Road, Orai, 29.09.2012District : Jalaun-285001, U.P.

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The resolutions at the above Annual GeneralMeetings were passed by the requisite majority/unanimously.

b) No special resolutions were passed during thelast three AGMs.

c) No Special Resolutions were required to beput through postal Ballot at the previous AGM's.No resolution on matters requiring postal ballotwere placed for shareholder's approval in theensuing Annual General Meeting.

VI. OTHER DISCLOSURES

a. Disclosures on materially significant relatedparty transactions i.e. transactions of thecompany of material nature, with its promoters,the directors or the management, theirsubsidiaries or relatives etc. that may havepotential conflict with the interests of thecompany at large : There were no suchtransactions during the year.

b. Details of non-compliance by the company,penalties, strictures imposed on the companyby stock exchanges or SEBI or any statutoryauthorities on any matter related to Capitalmarkets during the last three years. : None

VII. MEANS OF COMMUNICATION

(a) Whether half-yearly report sent to No.each household of shareholders

(b) Quarterly Results

(i) Which newspapers normally Business Standardpublished in : & Mahanagar

Kanpur

(ii) Any Website displayed : Yes

(c) Whether Website also displays Noofficial news releases

(d) Whether presentations made to Noinstitutional investors or to theanalysts

(e) Whether MD&A is a part of Annual YesReport or not

VIII. GENERAL SHAREHOLDER INFORMATION

(a) 25th Annual General Meeting : Day : FridayDate : September 27, 2013.Time : 10.00 A.M.Venue : Registered Office

A/2 Rahiya IndustrialEstate, Kalpi Road, Orai,District : Jalaun-285001U.P.

(b) Financial Calendars : April to March

Publication of results for theFinancial Year 2013-14

First Quarter results On or before Mid August 2013.

Second Quarter results and On or before Mid Novemberhalf-yearly results 2013.

Third Quarter results On or before Mid February 2014.

Fourth Quarter results and During May, 2014.results for the year endingon 31.03.2014

Annual General Meeting for Last week of September, 2014.the year endingMarch 31, 2014

(c) Book closure period : From Tuesday, September 17,2013 to, Friday, September27 2013 (both days inclusive)

(d) Dividend Payment Date : Not Applicable

(e) Listing on Stock Exchanges :The Company's securities are Listed at :

1) The Bombay Stock Exchange Ltd.Phiroza Jeejeebhoy Towers25th Floor, Dalal Street,Mumbai 400001.

2) * The Delhi Stock Exchange Ltd.DSE House, 3/1 Asaf Ali RoadNew Delhi- 110002

3) * The Uttar Pradesh Stock Exchange Assn. LtdPadam Towers14/113 Civil LinesKanpur- 208001

* Listing Fees not paid.

(f) (i) Stock Code : Bombay StockPhysical Form Exchange (BSE) –

MumbaiStock Code 519140Equity ISIN VGPRFOO

(ii) Depositories The Equity Shares wereadmitted into Central DepositoryServices Limited (CDSL) w.e.f.27.11.12. The demat security(ISIN) code is INE155O01015

(g) Stock Market Data :

The Equity Shares of the Company are not being traded in theStock market due to temporary suspension of trading, thereforethe Market Price Quotation for the Financial year are notavailable

(h) Custodial Fees to depositories :

The annual custodial fees for the financial year 2012-13 &13-14 has been paid to Central Depository Services (India) Ltd.(CDSL).

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i) Share Holding Pattern as on 31.03.2013 :

Name of the No. of Shares Held % HoldingShareholder

Promoter & Promoter 12368400 58.12Group

FIIs 0 0.00

NRIs and OBCs 15000 0.07

Mutual Funds 2000 0.01

FIs/Insurance Cos./Banks 600 0.00

Bodies Corporate 2004465 9.42

General Public 6889535 32.38

Total 21280000 100.00

j) Distribution of Share Holdings as on 31.03.2013:

Range of No. of % to Capital No. of % ofOrdinary Shares Holders HoldersShares

1 to 500 3117157 14.65 23374 97.04

501 to 1000 364200 1.71 446 1.85

1001 to 10000 630800 2.96 247 1.03

Above 10000 17167843 80.68 18 0.08

Total 21280000 100.00 24085 100.00

k) Registrar & Transfer Agents :C B Management Services Pvt. Ltd.P-22 Bondel Road,Kolkata - 700 016Ph. No.(033) 2280 6692-93-94/2486/2937,2282 3236-37-38 & 3643Fax No.(033) 2287 0263E-mail : [email protected]

l) Share Transfer System :

Shares lodged for transfer at the Registrar's address arenormally processed within 15 days from the date of lodging, ifthe documents are clear in all respects. Compliance Officer ofthe Company is empowered to approve transfer of shares. Asummary of transfer/ transmission of securities of the Companyso approved by the Share Transfer Committee is placed at everyBoard Meeting. Grievances received from Members and othermiscellaneous correspondence on change of address,mandates, etc. are processed by the Registrars within 15 days.

Pursuant to Clause 47(c) & 55 of the Listing Agreement with theStock Exchanges, certificates, on half-yearly & quarterly basis,have been issued by a Company Secretary in practice for duecompliance of share transfer formalities & Secretarial Audit report,respectively, by the Company and files a copy of the certificateswith the Stock Exchanges.

m) Dematerialization of At present the equity sharesShares & Liquidity : are suspended from trading

at Stock Exchanges.Approximately 2.55% of theissued shares are indematerialized form.

n) Outstanding GDRs/ADRs/Warrants or any ConvertibleInstruments, Conversiondate and likely equity : None

o) Plant Locations : A/2 Rahiya Industrial Estate,Kalpi Road, Orai,District: Jalaun-285001 U.P.

p) Address for Administrative OfficeCorrespondences : 'White House', 'A' Block,

4th Floor, 119, Park Street,Kolkata-700016

CERTIFICATECertificate to the members of Vegepro Foods & Feeds Limited on compliance of the conditions of Corporate Governancefor the year ended March 31, 2013 under clause 49 of the Listing Agreements with relevant Stock Exchanges.

We have examined the compliance of the conditions of Corporate Governance by Vegepro Foods & Feeds Limited for theyear ended 31.03.2013, as stipulated in clause 49 of the Listing Agreement of the said company with Stock Exchange(s).

The Compliance of the conditions of Corporate Governance is the responsibility of the Company's Management. Our Examinationwas limited to procedure and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of theCorporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the company hascomplied with the conditions of the Corporate Governance as stipulated in the above mentioned Listing Agreement.

As required by the Guidance Note issued by The Institute of Company Secretaries of India, we have to state that the Registrarof the Company have certified that as on 31st March, 2013, there were no investor grievances remaining unattended/pending for morethan 30 days against this Company except in cases which are constrained by disputes and legal impediments.

We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency oreffectiveness with which the management has conducted the affairs of the company.

Swati KediaPlace: Kolkata (Practicing Company Secretary)Date: 29th May, 2013 C.P. No. - 11228

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DECLARATION REGARDING COMPLIANCEBY BOARD WITH THE COMPANY'S CODE OF CONDUCT

This is to confirm that the Company has adopted a Code of Conduct for its employees including the Directors.

I confirm that the Company has in respect of the year ended March 31, 2013, received from the Members of theBoard a declaration of compliance with the Code of Conduct as applicable to them. I further confirm that the rules ofInsider Trading Regulation has been duly complied with.

Kolkata Shyam Sunder SharmaDate: 29th May, 2013 Chairman & Managing Director

CERTIFICATION ON FINANCIAL STATEMENTS

We, Shyam Sunder Sharma, Chairman & Managing Director and Sanjay Rawka, Director of Vegepro Foods & FeedsLtd. to the best of our knowledge and belief, certify that:

1. We have reviewed Balance Sheet and Profit & Loss Account and all the Schedules and Notes on Account, aswell as Cash Flow Statements and Director's Report for Financial Year ended on March 31, 2013;

2. Based on our knowledge and information, these statements do not contain any materially untrue statement oromit any material fact or contain statements that might be misleading;

3. Based on our knowledge and information, the financial statements, and other financial information included inthis report, present in all material respects, a true and fair view of the company's affairs, and are incompliance with the existing accounting standards and/or applicable laws and regulations;

4. To the best of our knowledge and belief, no transactions entered into by the company during the year arefraudulent, illegal or violative of the company's code of conduct;

5. We are responsible for establishing and maintaining internal controls, and we have disclosed to the auditorsand the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we areaware and the steps we have taken or propose to take to rectify these deficiencies.

6. We have disclosed based on our most recent evaluation, wherever applicable, to the company's auditors andthe audit committee of the company's Board of Directors:

a) any deficiencies in the design or operation of internal controls, that could adversely affect the company'sability to record, process, summarize and report financial data, and any material weaknesses in theinternal controls over financial reporting including any corrective actions with regard to deficiencies.;

b) significant changes in internal controls during the year;

c) significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements; and

d) instances of significant fraud of which we are aware and the involvement therein, if any, of themanagement or an employee having a significant role in the company's internal controls system.

Place: Kolkata Shyam Sunder Sharma Sanjay RawkaDate: 29th May, 2013 Chairman & Managing Director Director

11


Auditors' Report

TO THE MEMBERS OFVEGEPRO FOODS AND FEEDS LIMITED

We have audited the attached Balance Sheet of VegeproFoods and Feeds Limited, as at 31st March, 2013 andalso the annexed Profit & Loss Account and the CashFlow Statement for the year ended as on that date.These financial statements are the responsibility of theCompany's management. Our responsibility is to expressan opinion on these financial statements based on ouraudit.

We conducted our audit in accordance with auditingstandards generally accepted in India. Those Standardsrequire that we plan and perform the audit to obtainreasonable assurance about whether the financialstatements are free of material misstatement. An auditincludes examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements.An audit also includes assessing the accountingprinciples used and significant estimates made bymanagement, as well as evaluating the overall financialstatement presentation. We believe that our auditprovides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order,2003 as amended by the Companies (Auditor's Report)(Amendment) Order, 2004 issued by the CentralGovernment of India in terms of Sub-Section (4A) ofSection 227 of the Companies Act, 1956, we enclose inthe Annexure a statement on the matters specified inparagraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred toabove, we report that :

1. We have obtained all the information andexplanations, which to the best of our knowledgeand belief, were necessary for the purposes ofour audit,

2. In our opinion, proper books of account as requiredby law have been kept by the Company so far asappears from our examination of those books,

3. The Balance Sheet, Profit and Loss Account andCash Flow Statement referred to in this report arein agreement with the books of accounts,

4. In our opinion, the Balance Sheet, Profit and LossAccount and Cash Flow Statement dealt with bythis report comply with the Accounting Standardsreferred to in Sub - Section (3C) of Section 211 ofthe Companies Act, 1956 to the extent applicableexcept for comments in Para 6(a) & 6(b) below.

5. Except in case of Mr. Rajendra Sonkar, Nominee ofPICUP in whose case no written representation u/s274(1)(g) of the Companies Act, 1956 has beenreceived by the Company, on the basis of thewritten representations received from all otherdirectors of the Company as on 31st March 2013and taken on the record by the Board of Directors,we report that none of the directors is disqualifiedas on 31st March, 2013 from being appointed as adirector u/s 274(1)(g) of the Companies Act, 1956.

6. In our opinion and to the best of our informationand according to the explanations given to us, thesaid financial statements, subject to

(a) Note : 2.14 regarding closure of factory since11.10.2000 and accounts having beenprepared on the basis that the Company is agoing concern,

(b) Note : 2.3 regarding non provision of intereston NCD's.

read together with notes thereon, give theinformation as required by the Companies Act, 1956in the manner so required and give a true and fairview in conformity with the accounting principlesgenerally accepted in India.

(i) In the case of the Balance Sheet, of theState of Affairs of the Company as at31st March, 2013;

(ii) in the case of the Profit and Loss Account,of the loss of the Company for the Yearended as on that date; and

(iii) in the case of Cash Flow Statement, ofthe Cash Flows for the year ended onthat date.

For S. Mandal & Co.Chartered AccountantsFRN — 314188E

(Arijit Dutta)M. No. 066223Partner

Place : KolkataDated : 29th May, 2013

12


Annexure to the Auditors' Report

Referred to in paragraph 3 of our Report of even dateon the Accounts for the year ended on 31st March,2013 of Vegepro Foods and Feeds Limited.

(i) (a) The Company has maintained proper Recordsshowing full particulars including Quantitativedetails and situation of Fixed Assets.

(b) The Fixed Assets have not been physicallyverified during the year by the managementdue to lockout in the factory.

(c) The Company has not made any disposal ofits Fixed Assets during the year.

(ii) (a) The Company has no Inventories, hencequestion of physical verification does notarise.

(b) Para 4(ii) (b) & (c) of CARO Order is notapplicable as Company has no inventory

(iii) According to information and explanations given tous, the company has neither granted nor takenduring the year any Loans, Secured or Unsecured,to and from Companies, Firms or Other Partiescovered in the Register maintained under Section301 of the Companies Act, 1956. Accordingly, theprovisions of clause 4(iii) (b) to (d) and (f) & (g) ofthe Order are not applicable to the Company

(iv) In our opinion and according to the information andexplanations given to us, there is an adequateinternal control system commensurate with the sizeof the company and nature of its business for thesales of goods (Forestry/Horticulture product) andservices. During the course of our audit, no majorweakness has been noticed in the internal controlsystem in respect of this area. Further due toclosure of the factory there are no transactions ofpurchase of inventories and Fixed Assets.

(v) (a) In our opinion and according to the informationand explanations given to us, there are notransactions that need to be entered into theRegister maintained in pursuance of Section301 of the Companies Act, 1956.

(b) In view of the above, clause (v) (b) ofParagraph 4 of the Companies (Auditor'sReport) Order 2003 is not applicable.

(vi) The Company has not accepted any deposits fromthe public within the meaning of Section 58A andSection 58AA of the Companies Act, 1956 and therules framed there under. Therefore, the provisionsof section 58A, 58AA and any other relevantprovisions of the Companies Act, 1956 and therules framed there under with regard to depositsaccepted from the public are not applicable to theCompany.

(vii) Internal Audit has not been carried out due toclosure of factory during the year.

(viii) As informed by the management, the CentralGovernment has not prescribed the maintenanceof cost records by the Company under Section209(1)( d) of the Companies Act, 1956 for any ofits products.

(ix) (a) As explained to us, the Company in general isregular in depositing with the appropriateAuthorities undisputed statutory dues includingProvident Fund, Investor Education andProtection Fund, Employees' State Insurance,Income Tax, Wealth Tax, Service Tax, CustomsDuty, Excise Duty, Cess and other materialstatutory dues whenever applicable to itexcept in case of Investor Education andProtection Fund of unpaid Share ApplicationMoney of Rs. 2.25 lacs and TDS of Rs. 1.17lacs which have not been deposited withappropriate Authorities.

(b) At the last day of the financial year, accordingto the records of the Company and theinformation and explanations given to us, therewas no dues of Wealth Tax, Service Tax,Custom duty, Excise Duty and Cess whichhave not been deposited on account of anydispute. However, there are dues of Incometax at the last day of the financial year whichhave not been deposited on account ofdisputes but as mentioned in Note : 2.15management has not ascertained the amountof disputed Income tax liability and also notprovided to us the details of Authorities beforewhich disputes are pending, we are unable toquantify the same.

(x) The Company's accumulated Losses at the end ofthe financial year are Less than the total of ShareCapital and Reserve & Surplus due to write off ofAdvances and Security and Other Deposits fromCustomers and Unsecured Loans in earlier FinancialYears. However, the Company has incurred cashlosses both during the Current Year as well as inthe immediately preceding Financial Year.

(xi) The Company had defaulted in repayment of duesto financial institutions / debenture holders, detailof which are given below

Amount of default PeriodAs per books of

of account default

a. Debenture 35.65 lacs 15.03.98issued to UTI(as per Note: 2.3)

13


(xii) In our opinion and according to the informationand explanations given to us, and based on thedocuments and records produced to us, thecompany has not granted any loans andadvances on the basis of security by way ofpledge of shares, debentures and other securities.

(xiii) In our opinion, considering the nature of activitiescarried on by the company during the year, theprovisions of any special statute applicable to chitfund/nidhi/mutual benefit fund/societies are notapplicable to the company.

(xiv) The Company is not dealing or trading in shares,securities, debentures and other investments.

(xv) According to the information and explanationsgiven to us the company has not given anyGuarantee for Loans taken by others from Banksand Financial Institutions.

(xvi) The Company has not raised any new Term Loanduring the year.

(xvii) According to the information and explanationsgiven to us and on an overall examination of theFinancial Statements of the Company, we reportthat no funds raised on short term basis havebeen used for long term investments.

(xviii) The Company has not made any preferentialallotment of shares during the year.

(xix) The Company has not issued any debenturesduring the current financial year.

(xx) The Company has not raised any money throughpublic issue during the year.

(xxi) According to the information and explanationsgiven to us, no fraud on or by the Company hasbeen noticed or reported during the course of ouraudit.

For S. Mandal & Co.Chartered AccountantsFRN — 314188E

(Arijit Dutta)M. No. 066223Partner

Place : KolkataDated : 29th May, 2013

14


Balance Sheet as at 31st March, 2013(Rs ‘000)

As at As atParticulars Note 31st March 2013 31st March 2012

I. EQUITY AND LIABILITIES

(1) Shareholder’s Funds

a) Share Capital 2.1 257,753 257,753

b) Reserves and Surplus 2,2 (255,487) (255,832)

(2) Non-Current Liabilities

a) Long Term borrowings 2.3 7,240 3,565

(3) Current Liabilities

a) Trade payables 2.4 433 5,786

b) Other Current liabilities 2.5 9,913 9,830

c) Short Term Provisions 2.6 45 22

Total 19,897 21,124

II. ASSETS

(1) Non-current Assets

a) Fixed Assets 2.7

i. Tangible 2.7A 15,068 16,100

ii. Capital work-in-progress 2.7B 1,371 1,371

(2) Current Assets

a) Cash and cash equivalents 2.8 19 20

b) Short-term loans & advances 2.9 3,439 3,633

Significant Acocunting Policies & Notes to Accounts 1 & 2

Total 19,897 21,124

As per our report of even date annexed

For S. Mandal & Co.Chartered Accountants

(Arijit Dutta)PartnerM. No. 066223

Place : KolkataDated 29th May, 2013

For and on behalf of the Board

Shyam Sunder Sharma Gopal DagaChairman & Managing Director Director

15


Statement of Profit and Loss for the year ended 31st March, 2013(Rs ‘000)

Year ended Year endedParticulars Note 31st March 2013 31st March 2012

I. Other Income 2.10 5,368 7,025

Total Revenue 5,368 7,025

II. Expenses

Employee benefit expense 2.11 136 189

Depreciation and amortization expense 2.7 1,031 7,236

Other Expenses 2.12 3,856 1,606

Total Expenses 5,023 9,031

III. Profit before exceptional & extraordinary items and tax (I-II) 345 (2,006)

IV. Exceptional Items — —

V. Profit before extraordinary items and tax (III-IV) 345 (2,006)

VII. Profit before tax (V-VI) 345 (2006)

VIII. Tax Expense :

1) Current Tax — —

2) Deferred Tax — —

IX. Profit/(Loss) for the period from continued operations (VII-VIII) 345 (2,006)

X. Profit/(Loss) from discontinuing operations — —

XI. Tax Expense for discontinuing operations — —

XII. Profit / (Loss) from Discontinuing operations (X- XI) — —

XIII. Profit / (Loss) for the period (IX + XII) 345 (2006)

XIV. Earning per equity share :

1) Basic (0.33) (0.75)

2) Diluted (0.33) (0.75)

Significant Acocunting Policies & Notes to Accounts 1 & 2

As per our report of even date annexed






16


Cash Flow Statement for the year ended 31st March, 2013(Pursuant to Clause 32 of the listing agreement

(Rs ‘000)

Year ended Year endedParticulars 31st March 2013 31st March 2012

A. CASH FLOW FROM OPERATING ACTIVITIES :

Net Profit / (Loss) Before tax and Extraordinary items 345 (2006)

Adjustment for :

Depreciation 1031 7236

1031 7236

Operating Profit/(Loss) before working capital changes 1376 5230

Adjustment for :

Current Assets 194 1768

Current Liabilities (5246) (7016)

(5052) (5248.00)

(3676) (18)

Cash generated before extraordinary items – –

Extra ordinary items :

Cash generated from Operating Activities (3676) (18)

Net Cash from Operating Activities (3676) (18)

B CASH FLOW FROM INVESTING ACTIVITIES :

C. CASH FLOW FROM FINANCING ACTIVITIES :

Increase/(Decrease) in Long Term Borrowings (Net) 3675 –3675 0

Net Increase in Cash or Cash equivalents (1) (18)

Cash and Cash Equivalents as at 31.03.2012

Cash and Bank Balances 20 38

Cash and Cash Equivalents as at 31.03.2013

Cash and Bank Balances 19 20

Notes: Figures in brackets represent outflow.

This is the Cash Flow Statement referred to in our report of even date.






17


1. Statement on Significant Accounting Policies

I. Fixed Assets

Fixed assets are stated at their original cost including Freight, Duties, Taxes and other incidental costrelated to acquisition and installation. Also refer to Note 3 below.

II. Depreciation

Depreciation on Fixed Assets other than Plant and Machinery has been provided on written down valuemethod and on Plant and Machinery on straight line method in accordance with the rates and mannerspecified in Schedule XIV to the Companies Act, 1956 (as amended). Leasehold land is amortized overthe life of the lease.

III. Gratuity

In keeping with practice generally followed by in the Company, Provision for gratuity is made

in respect of employees who have completed five years of service with the Company on the basis oflast salary drawn for half month’s salary for every completed year of service.

Note 2.1 SHARE CAPITAL

As at As at31 March 2013 31 March 2012

Number (Rs. ’000) Number (Rs. ’000)

Authorised

2,50,00,000 Equity Shares of Rs 10/- each 25,000 250,000 25,000 250,000

45,00,000 14% Cumulative ConvertiblePreference Shares of Rs. 10/- each 4,500 45,000 4,500 45,000

5,00,000 Preference Shares of Rs. 10/- each 500 5,000 500 5,000

Issued

2,12,80,000 Equity Shares of Rs. 10/- each 21,280 212,800 21,280 212,800

45,00,000 14% Cumulative Convertible PreferenceShares of Rs. 10/- each 4,500 45,000 4,500 45,000

Subscribed & Paid up

2,12,80,000 Equity Shares of Rs. 10/- each fully paid 21,280 212,800 21,280 212,800

Less : Calls in Arrears (Due from other than directors) (47) (47)

45,00,000 14% Cumulative Convertible Preference

Shares of Rs:10/- each 4,500 45,000 4,500 45,000

Total 25,780 257,753 25,780 257,753

18


Reconcilation of Shares

Particulars Equity Shares Preference SharesNumber (Rs. ’000) Number (Rs. ’000)

Shares outstanding at the beginning of the year 21,280 212,800 4,500 45,000

Shares Issued during the year – – – –

Shares bought back during the year – – – –

Shares outstanding at the end of the year 21,280 212,800 4,500 45,000

Additional Information :

NIL Equity Shares (Previous year) are held by NIL the holding company.

Above disclosure is required for each class of Shares held by its holding company or its ultimate holding companyincluding shares held by or by subsidiaries or associates of the holding company or the ultimate holding company inaggregate.

Disclosure of Share holding Above 5 %

Name of Shareholder As at As at31 March 2013 31 March 2012

No. of % of No. of % ofShares held Holding Shares held Holding

Pradeshiya Industrial & Investment Corp of U.P 2,230,000 10.48% 2,230,000 10.48%

Kitply Industries Limited 5,011,700 23.55% 5,011,700 23.55%

Dhanani International Limited 5,041,700 23.69% 5,041,700 23.69%

Note 2.2 Reserves & Surplus(Rs. ’000)


Rs RsA. Capital Reserves

Opening Balance 2,500 2,500

(+) Current Year Transfer – –

(-) Written Back in Current Year – –

Closing Balance 2,500 2,500

B. Securities Premium Account

Opening Balance 4,120 4,120

Add : Securities premium credited on Share issue – –

Less : Premium Utilised for various reasons – –

Premium on Redemption of Debentures – –

For Issuing Bonus Shares – –

Closing Balance 4,120 4,120

C. Profit & Loss A/c

Opening balance (262,452) (260,446)

(+) Net Profit/(Net Loss) For the current year 345 (2,006)

Closing Balance (262,107) (262,452)

Total (255,487) (255,832)

19


Note 2.3 Long Term Borrowings(Rs. ’000)


Rs Rs

Secured

(A) Debentures* 3,565 3,565

35,650 Secured Redeemable Non ConvertibleDebentures of Rs.100/- each

(The Debentures are secured by first mortgage and charges onall company’s immovable and movable properties except bookdebts,both present and future.)

Unsecured

(A) Other loans and advances (specify nature) 3,675 –

(Secured Nil)(of the above, Rs. Nil is guaranteed by Directors and / or others)Terms of Repayment : On Demand

Total 7,240 3,565

Additional Information:

As per the agreement dated 24.09.97 entered by the Company with ICICI (operating agency) it was agreed toredeem the entire amount of Non Convertible Debentures (NCD’s) of Rs. 521.17 lacs up to 15.03.1998. Companyredeemed the entire amount of NCD’s within stipulated time except in case of NCD’s of Rs. 35.65 lacs to UTI. TheUTI expressed their disagreement on the aforesaid amount as their account was unreconciled at the time ofconversion of term loan into NCD’s in the year 1995-97 accounts. The Debt has been assigned to M/s UniqueCommercial Private Limited and who have raised a demand of Rs. 1279.40 lacs on the company towards theprincipal and outstanding interest.The above matter is before Board for Industrial and Financial Reconstruction andpending decision, no interest has been provided in the books of accounts.

Note 2.4 Trade Payables :

Trade Payables outstanding beyond normal operating cycle 5,801 12,344

Less: Trade Payables written off during the year (5,368) (6,558)

Total 433 5,786

Note 2.5 Other Current Liabilities :

(a) Other payables - Advance from Customers 9,000 9,000

(b) Other Liabilities 913 830

Total 9,913 9,830


[Other liabilities includes Provision for Gratuity Rs 1.25 lacs (Previous year Rs.1.25 lacs)

Investor Education and Protection Fund on account of unpaid Share Application Money Rs.2.25 lacs(Previous yearRs.2.25 lacs) and T.D.S deducted but not deposited Rs.1.17 lacs(Previous year Rs.1.07 lacs)]

Note 2.6 Short Term Provisions

Provision for Expenses (Outstanding Audit Fees ) 45 22

Total 45 22

20


Note 2.7 Fixed Assets (Rs. ‘000)

Gross Block Accumulated Depreciation Net Block

FIXED ASSETS Balance Additions/ Acquired Revaulation/ Balance Balance Depreciaton Adjustment On Balance Balance Balanceas at (Disposals) th rough (Impairments) as at at 1st charge for due to disposals as at as at as at

1 April business 31st March 1 April for the revaluations 31st March 31st March 31st March2012 consideration 2013 2012 year 2013 2013 2012Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs

Tangible Assets

Land – – – – – – – – – – – –

L e a s e H o l d 4 , 2 1 7 – – – 4,217 9 2 6 4 2 – – 968 3,249 3 , 2 9 1

F r e e H o l d 7 – – – 7 – – – – – 7 7

Buildings # 6 9 , 6 8 6 – – – 69,686 5 6 , 9 9 6 9 7 0 – – 57,966 11,720 1 2 , 6 9 0A s s e t s u n d e r l e a s e – –

Plant and Equipment # 2 2 2 , 1 8 5 – – – 222,185 2 2 2 , 1 8 5 – – – 222,185 – –A s s e t s u n d e r l e a s e

Furniture and Fixtures 1 , 6 4 6 – – – 1,646 1 , 6 1 5 6 – – 1,621 25 3 1A s s e t s u n d e r l e a s e

Vehicles 4 3 4 – – – 434 4 3 3 – – – 433 1 1A s s e t s u n d e r l e a s e

Office equipment 2 , 2 9 4 – – – 2,294 2 , 2 1 4 1 4 – – 2,228 66 8 0A s s e t s u n d e r l e a s e

Total 3 0 0 , 4 6 9 – – – 300,469 284,369 1,032 – – 285,401 15,068 16,100

Capital Work In Progress 1 , 3 7 1 – – – 1,371 – – – – – 1,371 1 , 3 7 1

T o t a l 3 0 1 , 8 4 0 – – – 3 0 1 , 8 4 0 2 8 4 , 3 6 9 1 , 0 3 2 – – 285,401 16,439 1 7 , 4 7 1

The following disclosure should be made for each class of asset as required

Particulars Year’s

2011-12 2010-11 2009-10 2008-09 2007-08

Rs Rs Rs Rs Rs

Asset details :

Balance as at 1 April 301,840 301,840 301,840 301,840 301,840

Impairment/ Revaluation - - - - -

Balance as at 31 March 301,840 301,840 301,840 301,840 301,840


# INCLUDING INTEREST CAPITALISED :

Building Rs. 256.37 lacs

Plant and Machinery Rs. 717.75 lacs

Rs. 974.12 lacs

The Company's production facilities were installed and it began commercial production in phases and the primaryoperating unit, namely the Solvent Extraction Plant, started operating with effect from 1st April, 1989. Due to acuteshortage of raw materials since commencement of commercial production, the various production units of the Plantcould not be made fully operational. Upon such insignificant use of the Plant, the Board considered it appropriate tocapitalize, interest on Term Loans availed of for the purpose of acquisition/installation of relevant fixed assets andexpensed in the accounts after commencement of commercial production aggregating Nil for the current year andRs. 974.12 lacs up to 31st March, 2013

21


Note 2.8 Cash and Cash Equivalents :(Rs. ’000)


Rs Rs

Balance with Banks :

In Current Accounts with Scheduled Banks 17 14

Cash in Hand 2 6

Total 19 20

Note 2.9 Short-term Loans and Advances

Loans and Advances, Considered Good

Advance to Staff 163 163

Rent Receivable 127 126

Loans and Advances 131 132

Advance to Suppliers 3,017 3,212

Total 3,438 3,633


Year-end Loans and Advances considered good include an aggregate amount of Rs. 34.38 lacs (Previous YearRs. 36.33 lacs) in respect of which appropriate steps have been taken by the Company for recovery.

Notes to financial statement of Profit and Loss Account

Note 2.10 Other Income

(Rs. ’000)


Rs Rs

Forestry/Horticulture Sale – 72

Rent Received – 395

Sundry credit Balances written off 5,368 6,558

Total 5,368 7,025


The rent from the premises are directly deposited to Allahabad court by the tenant as per court’s order, hence notaccounted for in the books from August, 2011.

Note 2.11 Employee Benefit and Expense

Salary, Wages and Bonus 116 158

Staff Welfare Expenses 12 19

Employers Contribution to Provident Fund 8 12

Total 136 189

22


Note 2.12 Other Expenses

(Rs. ’000)


Rs Rs

Advertisement & Publicity 119 61

Bank Charges 1 1

Legal and Consultancy 96 677

Listing Fees 3,307 646

Interest on secured loan –

Security Expenses – 53

Printing & Stationery 10 8

Fee Rates and Taxes 33 –

Repairing & Maintenance – 30

Travelling and Conveyance Expenses – 12

Miscellaneous 31 20

Share Transfer Expenses 228 37

Postage and Telephone Expenses 8 39

Auditors Fees : – –

Statutory Audit Fees 23 22

Total 3,856 1,606

23


Note 2.13 Contingent Liabilities represent

a. Arrears of fixed cumulative dividend and tax thereon Rs.1180.92 lacs (Previous year Rs. 1107.21lacs) on 14% Cumulative Convertible Preference Shares the amount of dividend are in arrearsince the Accounting period 1995-97, the period of allotment of Preference Shares.

b. Liability which may arise due to appeals pending with Income Tax Authorities - amountunascertainable.

Note 2.14 The Company has closed its factory with effect from 11.10.2000 due to heavy accumulated lossesvide its notice for closure dated 08.10.2000 and the information for closure has also been given toconcerned Ministry and Departments. The Company was also referred to the Board for Industrial andFinancial Reconstruction, New Delhi (B.I.F.R.) under Section 15(1) of the Sick Industrial Companies(Special provisions) Act, 1985(SICA) vide Company’s letter dated 4th September 2000 for its revivaland pending finalization, the Accounts of the Company have been prepared on a going concern basis.B.I.F.R. vide its order dated 19th August 2010 has recommended for winding up of the Companythrough the Hon’ble Allahabad High Court. However, the Company has already filed an appeal on12.10.2010 before the Appellate Authority for Industrial and Financial Reconstruction (A.A.I.F.R.)against the said Impugned Order dated 19.08.2010 of the B.I.F.R. Pending outcome of the Appellateproceedings, which the Company expects to be on its favour, the Accounts of the Company for theFinancial Year ended 31st March’2013 have been prepared on the basis that the Company is a goingconcern.

Note 2.15 Income Tax assessment has been completed up to the Assessment Year 2011-2012 and no demandis outstanding for payment. Appeals filed by the Company in respect of several Assessment Yearsare still pending. No provision has been made for tax liability, if any, that may arise on disposal of suchappeals as the amount is not ascertainable.

Note 2.16 In terms of Accounting Standard (AS-22) “Accounting for Taxes on Income” issued by the Institute ofChartered Accountants of India, the Company has determined the deferred tax assets as on 31.03.2012but the same has not been recognized in view of uncertainty of future taxable income. In view of thebrought forward losses no provision for taxation is required to be made as on 31st March, 2013.

Note 2.17 Disclosure of details pertaining to related party transactions in terms of Accounting Standard 18 :

Related Party Relationship Type of 2012-13 2011-12Transaction Amount Amount

1. Dhanani International Ltd. Associate Amount received 194 1954Company during the year

2. Dhanani International Ltd. Associate Amount receivable 3018 3212Company at the end of the year

Note 2.18 There is no separate reportable segment as per Accounting Standard – 17

Note 2.19 (Rs. ’000)

Particulars Year ended Year ended31 .03.2013 31 .03.2012

Rs Rs

a. Net profit/( loss) as per Profit and Loss Account 345.00 (2006.00)Less : Extra ordinary income ( unsecured loan written off) (6558.00)

b. Profit/ Loss after Extraordinary items 345.00 (8564.00)Less : Preference dividend and tax 7371.00 7371.00

c. Net profit/(loss) for equity shareholders (7026.00) (15935.00)d. Weighted average number of equity shares 21280.00 21280.00e. Basic and diluted earning per share of Rs. 10/- each (in Rs.) (0.33) (0.75)

Potential equity shares are anti-dilutive as their conversion to equity shares would either increase profit pershare or decrease loss per share from continuing ordinary activities. The effects of anti-dilutive potentialequity have been ignored in calculating diluted earnings per share. Consequently, the basic and dilutedearning per share of the company remain the same.

Note 2.20 As per Accounting Standard 15 “Employee Benefits” the disclosure of Employee benefits as defined inthe Accounting Standard are given below:

a) Defined Contribution Plan : 2012-13 2011-12

Employer’s Contribution of PF Fund 8 12

b) Defined Benefit Plan:

i) Leave encashment : The Company has not provided leave encashment as all theemployees have availed off their leaves during the year and there was no dues in thisaccount at the end of year.

ii) Gratuity : During the year the company has made a provision of Rs. NIL (Nil in previousyear) for gratuity as per the provisions of the Payment of Gratuity Act i.e. half month’ssalary for every completed year of service. Since there are only few employees in thecompany, the management does not see any need for actuarial valuation of the definedbenefit plan.

Note 2.21 Previous year figures have been regrouped/recast wherever necessary to confirm to this year’spresentation

Note 2.22 Details of licensed capacity, installed capacity and actual production.

LICENSED CAPACITY 2012-13 2011-12(In Tonnes) (In Tonnes)

Solvent Extraction Plant (input basis) Not applicable Not applicable

Refinery Not applicable Not applicable

Texturised Soya Plant Not applicable Not applicable

Edible Soya Flour (FDS) Not applicable Not applicable

Dehauling Plant (Dall Mill) Not applicable Not applicable

Cattle Feed Plant Not applicable Not applicable

INSTALLED CAPACITY PER ANNUM(as certified by Company’s Technical Expert) ]

Solvent Extraction Plant (input basis) 120000 120000

Refinery 3000 3000

Texturised Soya Plant 2880 2880

Edible Soya Flour (FDS) 67500 67500

Dehaulling Plant (Dall Mill) 50000 50000

Cattle Feed Plant 15000 15000

ACTUAL PRODUCTION NIL NIL

24


Board of DirectorsMr. Shya Sunder Sharma (Chairman & Managing Director)Mr. M. K. GuptaMr. Gopal DagaMr. Sanjay Rawka

Registered Office & PlantA/2, Rahiya Industrial EstateKalpi Road, OraiDist : Jalaun - 285 001, U.P.

AuditorsS. Mandal & Co.Chartered AccountantsKolkata (W.B.)

Registrars & Share Transfer AgentM/s. CB Management Services (P) LimitedP-22 Bondel Road, Kolkata - 700 019

BankersIndus Ind BankPunjab National Bank

Corporate Office“White House” Block-A, 4th Floor119, Park Street, Kolkata - 700 019E-mail : [email protected]

Contents

Page No.

Notice 1

Directors’ Report 4

Management Discussion and Analysis 5

Corporate Governance 6

Auditor’s Report 11

Balance Sheet 14

Profit & Loss Account 15

Cash Flow Statement 16

Notes to Financial Statements 17

Attendance Slip & Proxy Form –


VEGEPRO FOODS & FEEDS LIMITEDRegd. Office : A/2, Rahiya Industrial Estate, Kalpi Road, Dist. : Jalaun - Orai - 285 001, U.P.

ATTENDANCE SLIP

Members attending the Meeting in person or by Proxy are requested to complete the attendance slip and hand itover at the entrance of the meeting hall.

I hereby record my presence at the 25th Annual General Meeting of the company at Rahiya Industrial Estate, KalpiRoad, Dist. : Jalaun Orai - 285 001, U.P. at 10.00 a.m. on Friday, the 27th September, 2013.

Folio No............................................ No. of Shares : .................................................

......................................................................... ............................................................................Full name of the Member / Authorised Representative (in Block Letters) Signature

......................................................................... ............................................................................Full name of the Proxy (In Block Letters) Signature

Notes : 1 Member / Proxy holder wishing to attend the meeting must bring the Attendance Slip to the meeting.

2. Member / Proxy holder desiring to attend the meeting should bring his copy of the Annual Report forreference at the meeting.

CUT HERE

VEGEPRO FOODS & FEEDS LIMITEDRegd. Office : A/2, Rahiya Industrial Estate, Kalpi Road, Dist. : Jalaun - Orai - 285 001, U.P.

PROXY

Ledger Folio No............................................ No. of Shares : .................................................

I / We ......................................................................................................................................................................................

of ................................................................................................................................................... being Member / Members

of Vegepro Foods & Feeds Ltd., do hereby appoint ....................................................................................................

.................................................................. of .....................................................................................................................

...............................................................................................................................................................................................

or failing him / her............................................................. of .............................................................................................

.................................................................................................................................................................. as my / our Proxy

in / my absence to attend and vote for me / us, and on my / our behalf at the 25th Annual General Meeting of theCompany, to be held at 10.00 a.m. on Friday, the 27th September, 2013 and at any adjournment thereof.

As Witness my / our hand / hands this......................................................................of ......................................... 2013.

Signed by the Said ................................................................................................................................................................

Note : The Proxy form must be deposited at the Registered Office or at the Administrative Office of the Companynot less than 48 hours before the time for holding the Meeting. .................................................................................

Affix Re. 1

Revenue

Stamp


ANNUAL REPORT 2012-13

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