Directors Report of Vegepro Foods and Feeds Ltd.

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting their 26th Annual Report to the Members together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULT (Rs. In thousand) Particulars For the Year For the Year ended ended 31.03.2014 31.03.2013

Other Income 817 5,368

Profit/(Loss) before 160 1,376

Depreciation

Depreciation (907) (1,031)

Profit/(Loss) after tax (747) 345

DIVIDEND :

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

OPERATIONAL REVIEW :

During the Financial year 2013-14 the Company has not carried any activities and the Plant Capacity remained unutilized during the whole year. The revival process is still under consideration before the Hon''ble AAIFR.

DIRECTORS'' RESPONSIBILITY STATEMENT :

In compliance with Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

(i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

(ii) that the selected accounting policies were applied consistently and the directors 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 as at March 31, 2014 and of the profit or loss of the Company for the year ended on that date;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of aforesaid Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Annual Accounts have been prepared on the going concern basis.

AUDITORS :

The Auditors of the Company M/s. S. Mandal & Co., Chartered Accountants retire and are eligible for reappointment. They have confirmed that if reappointed their appointment shall be within prescribed limits. The Directors recommended their appointment for a period of 5 years subject to ratification by the members of the Company at every Annual General Meeting.

AUDITORS COMMENTS :

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

CORPORATE GOVERNANCE :

Under Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis and Corporate Governance Report together with a certificate from the practicing Company Secretary confirming compliance are set out in the Annexure forming part of this Annual Report.

LISTING IN STOCK EXCHANGE :

The trading of equity shares of the Company stands suspended at Bombay Stock Exchange, Delhi Stock Exchange and Uttar Pradesh Stock Exchange and steps are being taken by the management for resumption of normal trading soon.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956 and rules made there under are not applicable since no manufacturing activities was carried during the financial year.

EMPLOYEE PARTICULARS :

None of the employees of the Company were in receipt of remuneration during the year ended March 31, 2014 in respect of whom particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ACKNOWLEDGEMENTS :

The Directors wish to place on record their appreciation of the support received from Government, Local Authorities, Financial Institution, Banks and employees of the Company.

By Order of the Board

Place: Kolkata (Shyam Sunder Sharma) Date: 29th May, 2014 Chairman & Managing Director

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Mar 31, 2013

To the Members of Vegepro Foods & Feeds Limited

The Directors have pleasure in presenting their 25th Annual Report to the Members together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULT

(Rs. In thousand) Particulars For the Year For the Year ended ended 31.03.2013 31.03.2012

Other Income 5,368 7,025

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

Depreciation

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 for the year.

OPERATIONAL REVIEW :

During the Financial year 2012-13 the Company has not carried any activities and the Plant Capacity remained unutilized during the whole year. The revival process is still under consideration before the Hon''ble AAIFR.

DIRECTORS :

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

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

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT :

In compliance with Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

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

(ii) that the selected accounting policies were applied consistently and the directors 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 as at March 31, 2012 and of the profit or loss of the Company for the year ended on that date;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of aforesaid Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

AUDITORS :

M/s S. Mandal & Co., Chartered Accountants, the statutory auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Accordingly, it is proposed to re-appoint them as the Statutory Auditors of the Company to hold office until conclusion of the next Annual General Meeting.

AUDITORS COMMENTS :

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

CORPORATE GOVERNANCE :

Under Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis and Corporate Governance Report together with a certificate from the practicing Company Secretary confirming compliance are set out in the Annexure forming part of this Annual Report.

LISTING IN STOCK EXCHANGE :

The trading of equity shares of the Company stands suspended at Bombay Stock Exchange, Delhi Stock Exchange and Uttar Pradesh Stock Exchange and steps are being taken by the management for resumption of normal trading soon.

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

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956 and rules made there under are not applicable since no manufacturing activities was carried during the financial year.

EMPLOYEE PARTICULARS :

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

ACKNOWLEDGEMENTS :

The Directors wish to place on record their appreciation of the support received from Government, Local Authorities, Financial Institution, Banks and employees of the Company.

By Order of the Board

Place: Kolkata (Shyam Sunder Sharma)

Date: 29th May, 2013 Chairman & Managing Director

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Mar 31, 2012

To the Members of Vegepro Foods & Feeds Limited

The Directors have pleasure in presenting their 24thAnnual Report to the Members together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULT

(Rs.in thousand)

Particulars For the Year For the Year ended ended 31.03.12 31.03.11

Other Income 7,025 488

Profit / (Loss) before Depreciation 5,230 (8,552)

Depreciation (7,236) (12,953)

Profit / (Loss) after tax (2,006) (21,505)

DIVIDEND

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

OPERATIONAL REVIEW

During the Financial year 2011-12 the Company has not carried any activities and the Plant Capacity remained unutilized during the whole year. The revival process is still under consideration before the Hon'ble AAIFR.

DIRECTORS

Mr. Gopal Daga was appointed by the Board as an Additional Non-Executive Director of your Company with effect from April 27, 2012.

Notice have been received from Member of the Company under Section 257 of the Companies Act, 1956 for the appointment of Mr. Gopal Daga as Director. Appropriate resolution seeking your approval for his appointment is appearing in the Notice Convening the ensuing Annual General Meeting of the Company.

Pradeshiya Industrial and Investment Corporation of Uttar Pradesh Ltd. (PICUP) has withdrawn their Nominee Mr. N.G.Vidyarthi from the Board of Directors of the Company and nominated in his place Mr. Rajendra Sonkar with effect from 15th March 2012.

Pursuant to Article 102 of the Articles of Association of the Company, Mr. R. S. Goenka retires by rotation and being eligible, offers himself for re-appointment. The Board has recommended his re-election.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

(i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

(ii) that the selected accounting policies were applied consistently and the directors 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 as at March 31, 2012 and of the profit or loss of the Company for the year ended on that date;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of aforesaid Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Annual Accounts have been prepared on the going concern basis.

AUDITORS

M/s S. Mandal & Co., Chartered Accountants, the statutory auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. Accordingly, it is proposed to re-appoint them as Statutory Auditors of the Company to hold office until conclusion of the next Annual General Meeting.

AUDITORS COMMENTS

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

CORPORATE GOVERNANCE

Under Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis and Corporate Governance Report together with a certificate from the practicing Company Secretary confirming compliance are set out in the Annexure forming part of this Annual Report.

LISTING IN STOCK EXCHANGE

The trading of equity shares of the Company stands suspended at Bombay Stock Exchange, Delhi Stock Exchange and Uttar Pradesh Stock Exchange and steps are being taken by the management for resumption of normal trading soon.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956 and rules made there under are not applicable since no manufacturing activities was carried during the financial year.

EMPLOYEE PARTICULARS

None of the employees of the Company were in receipt of remuneration during the year ended March 31, 2012 in respect of whom particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation of the support received from Government, Local Authorities, Financial Institution, Banks and employees of the Company.

By Order of the Board

Place : Kolkata (M. K. Gupta)

Date : 6th September, 2012 Chairman

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Mar 31, 2011

To the Members of

Vegepro Foods & Feeds Limited

The Directors have pleasure in presenting their 23rd Annual Report to the Members together with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULT

(Rs. in thousand)

Particulars For the Year For the Year ended ended 31.03.11 31.03.10

Other Income 488 56,239

Profit / (Loss) Before Depreciation (8,552) 37,938

Depreciation (12,953) (13,067)

Profit / (Loss) after tax (21,505) 24,916

DIVIDEND

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

OPERATIONAL REVIEW

During the Financial year 2010-11 the Company has not carried any activities and the Plant Capacity remained unutilized during the whole year. The revival process is still under consideration before the Hon'ble AAIFR.

DIRECTORS

Pursuant to Article 102 of the Articles of Association of the Company, Mr. J. K .Srivastava retires by rotation and being eligible, offers himself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

(i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

(ii) that the selected accounting policies were applied consistently and the directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit or loss of the Company for the year ended on that date;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of aforesaid Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Annual Accounts have been prepared on the going concern basis.

AUDITORS

M/s S. Mandal & Co., Chartered Accountants, the statutory auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. Accordingly, it is proposed to re-appoint them as Statutory Auditors of the Company to hold office until conclusion of the next Annual General Meeting. thousand)

AUDITORS COMMENTS

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

CORPORATE GOVERNANCE

Under Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis and Corporate Governance Report together with a certificate from the practicing Company Secretary confirming compliance are set out in the Annexure forming part of this Annual Report.

LISTING IN STOCK EXCHANGE

The trading of equity shares of the Company stands suspended at Bombay Stock Exchange, Delhi Stock Exchange and Uttar Pradesh Stock Exchange and steps are being taken by the management for resumption of normal trading soon.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956 and rules made there under are not applicable since no manufacturing activities was carried during the financial year.

EMPLOYEE PARTICULARS

Particulars of employee in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 197 are not required since no employee is drawing salary more than Rs. 2,00,000/- in a month or Rs. 24,00,000/- P.A.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation of the support received from Government, Local Authorities, Financial Institution, Banks and employees of the Company.

By Order of the Board

(M. K. Gupta) Chairman

Place : Kolkata Date : 3rd September, 2011

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Mar 31, 2010

The Directors have pleasure in presenting their 22nd Annual Report to the Members together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULT :

(Rs. in thousand)

Particulars For the Year For the Year ended ended 31.03.10 31.03.09

Turnover NIL NIL

Other Income 56239 54,329

Profit / (Loss) Before

Interest & Depreciation 37,938 51,018

Interest - -

Profit / (Loss) Before

Depreciation 37,938 51,018

Depreciation (13067) (13,193)

Provision for Fringe

benefit tax (FBT) - (8)

Profit / (Loss) after tax 24,916 37,817



DIVIDEND :

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

OPERATIONAL REVIEW :

During the Financial year 2009-10 the Company has not carried any activities and the Plant Capacity remained unutilized during the whole year. Further the Company is registered as a Sick Company under Section 3(H) (o) of the Sick Industrial Companies (Special Provision) Act, 1985 with Board of Industrial and Financial Reconstruction (BIFR) in view of erosion of entire net worth of the Company. The revival process is still under consideration of BIFR authorities.

DIRECTORS :

Pursuant to Article 102 of the Articles of Association of the Company, Mr. M.K.Gupta retires by rotation and being eligible, offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT :

In compliance with Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms-.

(i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

(ii) that the selected accounting policies were applied consistently and the directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profit or loss of the Company for the year ended on that date;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of aforesaid Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Annual Accounts have been prepared on the going concern basis.

AUDITORS :

M/s S. Mandal & Co., Chartered Accountants, the statutory auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Accordingly, it is proposed to re-appoint them as Statutory Auditors of the Company to hold office until conclusion of the next Annual General Meeting.

AUDITORS COMMENTS :

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

CORPORATE GOVERNANCE:

Under Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis and Corporate Governance Report together with a certificate from the practicing Company Secretary confirming compliance are set out in the Annexure forming part of this Annual Report.

LISTING IN STOCK EXCHANGE

The trading of equity shares of the Company stands suspended at Bombay Stock Exchange, Delhi Stock Exchange and Uttar Pradesh Stock Exchange and steps are being taken by the management for resumption of normal trading soon.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(1 )(e) of the Companies Act, 1956 and rules made there under are not applicable since no manufacturing activities was carried during the financial year.

EMPLOYEE PARTICULARS :

Particulars of employee in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not required since no employee is drawing salary more than Rs. 2,00,000/- in a month or Rs. 24,00,000/- P.A.

ACKNOWLEDGEMENTS :

The Directors wish to place on record their appreciation of the support received from Government, Local Authorities, Financial Institution, Banks and employees of the Company.

By Order of the Board

Place : Kolkata (r. s. Goenka) Date : 3rd September, 2010 Chairman

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Mar 31, 2009

The Directors have pleasure in presenting their 21st Annual Report to the Members together with the Audited Accounts for the year ended 31st March, 2009

FINANCIAL RESULT :

(Rs. In thousand)

Particulars

For the Year For the Year

Ended Ended

31.03.09 31.03.08

Turnover NIL NIL

Other Income 54,329 653

Profit/(Loss) Before Interest & Depreciation 51,018 (450)

Interest - -

Profit/(Loss) Before

Depreciation 51,018 (450)

Depreciation (13,193) (13,332)

Provision for Fringe

benefit tax (FBT) (8) (4)

Profit/(Loss) Carried forward to the Balance Sheet 37,817 (13,786)

DIVIDEND :

In view of the past accumulated losses of the Company , the non recommendation of dividend for the year is regretted by the board.

OPERATIONAL REVIEW:

During the Financial year 2008-09 the Company has not carried any activities and the Plant Capacity remained unutilized during the whole financial year. Further the Company is registered as a sick Company under Section 3(H) (O) of the Sick Industrial Companies (Special Provision) Act, 1985 with Board of Industrial and Financial Reconstruction (BIFR) in view of erosion of entire net worth of the Company. The revival process is still under consideration of BIFR authorities.

DIRECTORS :

Pradeshiya Industrial & Investment Corporation of UP Limited has withdrawn its nominee Director Mr. Rajendra Kumar Gupta, with effect from May 15, 2009 and in his place nominated Mr. N. G. Vidyarthi with effect from May 15,2009 on the Board of the Company. The Board places on record its appreciation for the valued contribution made during his tenure as director of the Company.

Mr. Mahesh Kumar Gupta was appointed by the Board as, Additional Non-Executive Director of your Company with effect from July 29, 2009. Notice has been received from Member of the Company under Section 257 of the Companies Act, 1956 for the appointment of Mr. Mahesh Kumar Gupta as Director. Appropriate resolution seeking your approval for his appointment is appearing in the Notice Convening the ensuing Annual General Meeting of the Company.

Pursuant to Article 102 of the Articles of Association of the Company, Mr. R.S. Goenka retires by rotation and being eligible, offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

In compliance with Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

(i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

(ii) that the selected accounting policies were applied consistently and the directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2009 and of the profit or loss of the Company for the year ended on that date;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of aforesaid Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Annual Accounts have been prepared on the going concern basis.

AUDITORS :

M/s Rajender Ramnath & Co., Chartered Accountants, the statutory auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Accordingly, it is proposed to re-appoint them as Statutory Auditors of the Company to hold office until conclusion of the next Annual General Meeting.

AUDITORS COMMENTS :

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

CORPORATE GOVERNANCE:

Under Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis and Corporate Governance Report together with a certificate from the practicing Company Secretaries confirming compliances are set out in the Annexure forming part of this Annual Report.

LISTING IN STOCK EXCHANGE :

The trading of equity shares of the Company stands suspended at Bombay Stock Exchange, Delhi Stock Exchange and Uttar Pradesh Stock Exchange and management has taken steps for resumption of normal trading soon.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956 and rules made there under are not applicable since no manufacturing activities was carried during the financial year.

EMPLOYEE PARTICULARS:

Particulars of employee in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 197 are not required since no employee is drawing salary more than Rs. 2,00,000/- in a month or Rs. 24,00,000/- P.A.

ACKNOWLEDGEMENTS :

The Directors wish to place on record their appreciation of the support received from Government, Local Authorities, Financial Institution, Banks and employees of the Company.

By Order of the Board

Place : Kolkata J.K. Srivastava

M. K. Gupta Date: 1st September, 2009 Directors