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VIKAS GLOBALONE LIMITED

Annual Report 2014-15 1


CORPORATE INFORMATION

KEY MANAGERIAL PERSONNEL NON-EXECUTIVE & INDEPENDENT


Mr. Vikas Garg, Managing Director DIRECTORS
Mr. Vivek Garg, Whole-Time Director Mr. Purushottam Dass Bhoot
Mr. Ashutosh Kumar Verma, CEO & WTD Mr. Pradip Kumar Banerji
Mr. Pankaj Kumar Gupta, Chief Financial Officer Mr. Jagdish Capoor
Ms. Gayatri Chawla, Company Secretary Mr. Sumer Chand Tayal
Mr. Manoj Singhal
Mrs. Vibha Mahajan (Women Director)

STATUTORY AUDITORS REGISTERED OFFICE


M/s RSPH & Associates Vikas Apartments, 34/1,
906, Vikram Tower, 16, East Punjabi Bagh,
Rajendra Place New Delhi-110026.
New Delhi-110008 Email: investors@vikasglobal.in
Website: www.vikasglobal.in

COST AUDITORS MANUFACTURING PLANTS


M/s Niraj Kumar Vishwakarma & Associates JAMMU & KASHMIR
SH. 13/124, Tarna Bazar, Industrial Growth Centre,
Shivpur, Varanasi, Phase-I, SIDCO Complex
(UP)-221003. Dist. Samba-184121, Jammu & Kashmir

INTERNAL AUDITORS RAJASTHAN


M/s Pandey Amit & Associates G-24-30, Vigyan Nagar,
B-1399, Shastri Nagar, RIICO Industrial Area, Shahjahanpur,
New Delhi-110052. Dist, Alwar-301706, Rajasthan.

SECRETARIAL AUDITORS UTTRAKHAND


M/s AAA & Associates Plot No. A-6 (D), Eldico Sidcul Industrial
105, C-2/4 Pragati Market, Park,Udham Singh Nagar,
Ashok Vihar Phase II, Disst. Udham Singh Nagar,
New Delhi-110052 Uttrakhand-111111

REGISTRAR & SHARE TRANSFER AGENT DELHI


Alankit Assignments Limited Plor no. 38 (GF), Pocket K Sector-5,
4E/2, Alankit House, DSIIDC, DSIIDC Bawana
Jhandewalan Extension, Indutrial Area Complex,
Delhi -110055. Delhi-110039.
BOARD COMMITTEES & ITS COMPOSITION

AUDIT COMMITTEE
Mr. Sumer Chand Tayal Chairman
Mr. Manoj Singhal Member
Mr. Purushottam Dass Bhoot Member

EXECUTIVE COMMITTEE
Mr. Vikas Garg Chairman
Mr. Vivek Garg Member
Mr. Ashutosh Kumar Verma Member

STAKEHOLDERS RELATIONSHIP COMMITTEE


Mr. Sumer Chand Tayal Chairman
Mr. Vivek Garg Member
Mr. Vikas Garg Member

RISK MANAGEMENT COMMITTEE


Mr. Manoj Singhal Chairman
Mr. Sumer Chand Tayal Member
Mr. Vikas Garg Member

NOMINATION AND REMUNERATION COMMITTEE


Mr. Sumer Chand Tayal Chairman
Mr. Purushottam Dass Bhoot Member
Mr. Manoj Singhal Member

EQUITY WARRANT COMMITTEE


Mr. Manoj Singhal Chairman
Mr. Sumer Chand Tayal Member
Mr. Purushottam Dass Bhoot Member

COMPENSATION COMMITTEE
Mr. Manoj Singhal Chairman
Mr. Sumer Chand Tayal Member
Mr. Vikas Garg Member

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE


Mr. Purushottam Dass Bhoot Chairman
Mr. Sumer Chand Tayal Member
Mr. Vikas Garg Member
CONTENTS

Page Nos.

Notice of Annual General Meeting 01

Board’s Report 16

Management Discussion and Analysis Report 47

Secretarial Auditors’ Report 53

Report on Corporate Governance 57

Auditors’ Report 77

Balance Sheet 81

Profit & Loss Account 82

Cash Flow Statement 83

Notes to Financial Statements 84

Attendance Slip 115

Proxy Form 117

Map for AGM Venue 119


VIKAS GLOBALONE LIMITED

NOTICE

Notice is hereby given that the 30th ANNUAL GENERAL MEETING of the Shareholders of Vikas
GlobalOne Limited (CIN L65999DL1984019465) will be held on Wednesday, 30th September, 2015
at Haryana Maitri Bhawan, Pitampura, New Delhi-110034 at 11.30 A.M to transact the following
business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Financial Statements of the Company for the year ended 31st
March, 2015 including the audited Balance Sheet as at March 31, 2015, the Statement of Profit
and Loss for the year ended on that date and the reports of the Board of Directors (‘the Board’)
and Auditors thereon.

2. To declare final dividend on Equity Shares @ 5% i.e. Rs. 0.05/- (Five Paisa) per share for the
Financial Year ended 31st March, 2015.

3. To appoint a Director in place of Shri. Vikas Garg, Director, who retires by rotation and being
eligible, offers himself for reappointment.

4. To ratify the appointment of Auditors of the Company and to fix their remuneration and to pass
the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Section 139, 142 and other applicable provisions of the
Companies Act, 2013 and the Rules made there under and as per the recommendations of the
Audit Committee & Board of Directors and in terms of the resolution passed by the members at
the AGM held on September 29, 2014, the appointment of RSPH & Associates, Chartered
Accountants (Firm Registration No. 003013N) as the auditors of the Company to hold office till
the conclusion of the 2nd consecutive AGM from the AGM held on 29th September, 2014, be and
is hereby ratified and that the Board of Directors be and is hereby authorized to fix the
remuneration payable to them for the financial year ending March 31, 2016 as may be determined
by the audit committee in consultation with the auditors, and that such remuneration may be
paid on a progressive billing basis as may be agreed upon between the auditors and the Board of
Directors.”

SPECIAL BUSINESS

5. To consider and if thought fit, to pass, with or without modification(s), the following resolution as
a Special Resolution:-

“RESOLVED THAT pursuant to the provisions of 180(1) (c) and other applicable provisions, if
any, of the Companies Act, 2013 consent of the members of the company be and is hereby
accorded to increase the Borrowing power of the Board, to borrow any sum or sums of money
from time to time, on such terms and conditions and with or without security as the Board of
Directors may in its discretion thinks fit notwithstanding that the money or monies to be borrowed
together with monies already borrowed by the company (apart from temporary loans obtained
from the Company banker’s in the ordinary course of business) may exceed the aggregate of the
paid up capital and its free reserves, i.e. reserves not to be set aside for any specific purposes,
provided that the total amount so borrowed and remaining outstanding at any particular point
of time shall not exceed Rs. 250 Cr. (Rupees Two Hundred and Fifty Crores only).

Annual Report 2014-15 1


VIKAS GLOBALONE LIMITED

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized
to file the necessary e-forms with the Registrar of Companies, NCT of Delhi and other concerned
authorities and to take all such steps and to give all such directions and to do all such acts,
deeds, matters and things as may be necessary and/or expedient to give effect of the above
resolution.”

6. To ratify and confirm remuneration of Cost Auditor as determined by the Board of Directors and
in this regard to consider and if thought fit, to pass, with or without modification(s), the following
resolution as an Ordinary Resolution.

“RESOLVED THAT pursuant to Section 148 of the Companies Act, 2013 and Companies (Audit
and Auditors) Rules 2014 (including any statutory modification(s) or re-enactment thereof for
the time being in force), approval of the Board of Directors of the Company for payment of
remuneration of Rs. 1,00,000/-(One Lac Rupees only) plus tax as applicable and reimbursement
of out of pocket expenses for the Financial year ending 31.03.2016, to M/s. Niraj Kumar
Vishwakarma & Associates, Cost Accountants, for conducting cost audit of ‘all applicable products
and group of products; be and is hereby ratified and confirmed.

RESOLVED FURTHER THAT Board of Directors of the Company, be and are hereby authorized
to file necessary forms & to do all such acts, deeds and things as may be required or necessary
to give effect to the above resolution.”

7. To appoint Shri. Manoj Singhal as an Independent Director and in this regard to consider and if
thought fit, to pass, with or without modification(s), the following resolution as an Ordinary
Resolution:-

“RESOLVED THAT, pursuant to the provisions of Section 149, 152 read with Schedule IV and
all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment
and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment
thereof for the time being in force) and Clause 49 of the Listing Agreement with Stock Exchanges
Shri. Manoj Singhal (DIN: 00010647), who was appointed as Director liable to retire by rotation
and in respect of whom the Company has received the notice in writing under Section 160 of the
Companies Act, 2013 from a member proposing his candidature for the office of Director, be and
is hereby appointed as an Independent Director of the Company not liable to retire by rotation to
hold office for Five Consecutive years w.e.f 1st March, 2015.

RESOLVED FURTHER THAT Board of Directors of the Company, be and are hereby authorized
to file necessary forms & to do all such acts, deeds and things as may be required or necessary
to give effect to the above resolution.”

8. To appoint Shri. Pradip Kumar Banerji as an Independent Director and in this regard to consider
and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary
Resolution:-

“RESOLVED THAT, pursuant to the provisions of Section 149, 152 read with Schedule IV and
all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment
and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or reenactment
thereof for the time being in force) and Clause 49 of the Listing Agreement with Stock Exchanges
Shri. Pradip Kumar Banerji (DIN: 00003174), who was appointed as Director liable to retire by

2 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

rotation and in respect of whom the Company has received the notice in writing under Section
160 of the Companies Act, 2013 from a member proposing his candidature for the office of
Director, be and is hereby appointed as an Independent Director of the Company not liable to
retire by rotation to hold office for Five Consecutive years w.e.f 1st March, 2015.
RESOLVED FURTHER THAT Board of Directors of the Company, be and are hereby authorized
to file necessary forms & to do all such acts, deeds and things as may be required or necessary
to give effect to the above resolution.”
9. To appoint Shri. Sumer Chand Tayal as an Independent Director and in this regard to consider
and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary
Resolution:-
“RESOLVED THAT, pursuant to the provisions of Section 149, 152 read with Schedule IV and
all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment
and Qualification of Directors) Rules, 2014 including any statutory modification(s) or reenactment
thereof for the time being in force and Clause 49 of the Listing Agreement with Stock Exchanges
Shri. Sumer Chand Tayal (DIN: 00255661), who was appointed as Director liable to retire by
rotation and in respect of whom the Company has received the notice in writing under Section
160 of the Companies Act, 2013 from a member proposing his candidature for the office of
Director, be and is hereby appointed as an Independent Director of the Company not liable to
retire by rotation to hold office for Five Consecutive years w.e.f. 1st March, 2015.
RESOLVED FURTHER THAT Board of Directors of the Company, be and are hereby authorized
to file necessary forms & to do all such acts, deeds and things as may be required or necessary
to give effect to the above resolution.”
10. To appoint Shri. Jagdish Capoor as an Independent Director and in this regard to consider and
if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary
Resolution:-
“RESOLVED THAT, pursuant to the provisions of Section 149, 152 read with Schedule IV and
all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment
and Qualification of Directors) Rules, 2014 including any statutory modification(s) or reenactment
thereof for the time being in force and Clause 49 of the Listing Agreement with Stock Exchanges
Shri. Jagdish Capoor (DIN: 00002516), who was appointed as Director liable to retire by rotation
and in respect of whom the Company has received the notice in writing under Section 160 of the
Companies Act, 2013 from a member proposing his candidature for the office of Director, be and
is hereby appointed as an Independent Director of the Company not liable to retire by rotation to
hold office for Five Consecutive years w.e.f 1st March, 2015.
RESOLVED FURTHER THAT Board of Directors of the Company, be and are hereby authorized
to file necessary forms & to do all such acts, deeds and things as may be required or necessary
to give effect to the above resolution.”
11. To consider and if thought fit, to pass, with or without modification(s), the following resolution as
a Special Resolution:-
“RESOLVED THAT pursuant to the provisions of Section 186 of Companies Act, 2013 and other
applicable provisions, if any, of the Companies Act, 2013, approval of the Members be and is
hereby accorded to invest an amount not exceeding Rs. 50 Crores in the form of securities of
Rising Phoenix General Trading LLC, UAE.

Annual Report 2014-15 3


VIKAS GLOBALONE LIMITED

FURTHER RESOLVED THAT Board of Directors of the Company be and are hereby authorized
to do such acts, deeds and things as may be required for the investments, including signing,
sealing of all applications, documents, papers, undertakings, forms, agreements, and submitting
thereof, on behalf of the Company.”

12. To consider and, if thought fit, to pass with or without modification(s), the following Resolution
as an Ordinary Resolution:

“RESOLVED THAT Mrs. Vibha Mahajan who was appointed by the Board of Directors as an
additional Director of the Company with effect from August 12, 2015 under section 161(1) of the
Companies Act, 2013 read with The Companies (Appointment and Qualification of Directors)
Rules 2014, who is eligible for appointment and in respect of whom the Company has received a
notice in writing under section 160 of the Act, signifying her intention to propose the candidature
for the office of Director, be and is hereby appointed as an Independent Director of the Company
not liable to retire by rotation to hold office for Five Consecutive years from immediate effect.

RESOLVED FURTHER THAT Board of Directors of the Company, be and are hereby authorized
to file necessary forms & to do all such acts, deeds and things as may be required or necessary
to give effect to the above resolution.”

13. To consider and if thought fit, to pass, with or without modification(s), the following resolution as
a Special Resolution:-

“RESOLVED THAT pursuant to the provisions of Section 13 read with Companies (Incorporation)
Rules, 2014 and other applicable provisions, if any, of the Companies Act 2013, (including any
statutory modification or re-enactment thereof for the time being in force) and subject to the
approval of Central Government or such other authority(ies) as may necessary, consent of the
members of the Company be and is hereby accorded to change name of the Company from Vikas
GlobalOne Limited to Vikas EcoTech Limited and consequently the Memorandum of Association
of the Company be and is hereby altered by substituting the following clause for the existing
clause I thereof:-

“I The name of the Company is “Vikas EcoTech Limited.”

RESOLVED FURTHER THAT wherever the name “Vikas GlobalOne Limited” is appearing in
the Memorandum of Association be substituted by “Vikas EcoTech Limited”

RESOLVED FURTHER THAT Board of Directors of the Company, be and are hereby authorized
to file such applications, documents, forms, papers with appropriate authorities to give effect to
change of name of Company and to do all such other acts, deeds, and things as may be required
or necessary to give effect to the above resolution.”

14. To consider and if thought fit, to pass, with or without modification(s), the following resolution as
a Special Resolution:-

“RESOLVED THAT pursuant to provisions of Section 14 of the Companies Act, 2013 and other
applicable provisions of the Companies Act, 2013 and consequent to proposed name change of
the Company from Vikas GlobalOne Limited to Vikas EcoTech Limited, Articles of Associations
of the Company be and are hereby altered by substituting following for existing Article 2 (C) of
Interpretation Clause thereof:-

“c) “The Company” or This Company means “Vikas EcoTech Limited”.

4 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

RESOLVED FURTHER THAT wherever the name “Vikas GlobalOne Limited” is appearing in the
Articles of Association be substituted by “Vikas EcoTech Limited”

RESOLVED FURTHER THAT Board of Directors of the Company, be and are hereby authorized
to file necessary forms & to do all such acts, deeds, and things as may be required or necessary
to give effect to the above resolution.”

15. To consider and if thought fit, to pass, with or without modification(s), the following resolution as
a Special Resolution:-

“RESOLVED THAT pursuant to Section 196, 203 and other applicable provisions of Companies
Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014, the members of the Company hereby accords its approval for appointment of Mr. Ashutosh
Kumar Verma as a Whole-Time Director designated as Chief-Executive officer of the Company
for a period of 3 years with effect from 14th February, 2015, on such terms and at such
remuneration as set out in the explanatory statement annexed to this Notice.

RESOLVED FURTHER THAT the aggregate of salary, perquisites and allowances of Mr. Ashutosh
Kumar Verma, Whole-time Director of the Company in any one financial year shall not exceed
the limits prescribed under Section 197 read with Schedule V of the Companies Act, 2013
(including applicable rules, if any) as amended from time to time and in the event of loss or
inadequacy of profit in any financial year during the currency of tenure of services of Mr. Ashutosh
Kumar Verma , the payment of salary, perquisites and other allowances shall be governed by the
limits prescribed under Section II of Part II of Schedule V of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors (including any Board Committee exercising
powers conferred by this resolution) be and is hereby authorized, in its absolute discretion and
from time to time, to fix within the range of remuneration detailed in the explanatory statement,
the salary and other allowances / entitlements including performance bonus/incentive, if any,
subject to such periodic increase as may be permissible within the overall remuneration limit
under Section 197 of the Act and to file necessary forms & to do all such acts, deeds, things and
matters as may be required or necessary to give effect to the above resolution.”

By order of the Board


For Vikas GlobalOne Limited

Place: New Delhi (Vikas Garg)


Date: 12.08.2015 Managing Director
DIN 00255413
10/4, East Punjabi Bagh,
New Delhi-110026.

Annual Report 2014-15 5


VIKAS GLOBALONE LIMITED

NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT
A PROXY AND SUCH PROXY NEED NOT TO BE A MEMBER OF THE COMPANY. PROXIES IN
ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY AT LEAST 48 HOURS
BEFORE THE COMMENCEMENT OF MEETING. A PERSON CAN ACT AS PROXY ON BEHALF
OF MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING IN THE AGGREGATE NOT TEN
PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY.
2. The business set out in the Notice will be transacted through electronic voting system and
the Company is providing facility for voting by electronic means. Instructions and other
information relating to e-voting are given in this Notice (kindly refer note no. 19). The
facility for voting through ballot paper shall be made available at the AGM and the members
attending the meeting who have not cast their vote by remote e-voting shall be able to
exercise their right at the meeting through ballot paper. The Company will also send
communication relating to remote e-voting which inter alia would contain details about User ID
and password along with a copy of this Notice to the members, separately.
3. The Company has appointed Shri. Anil Kumar Popli, a Practicing Company Secretary, Partner,
AAA & Associates, Delhi as Scrutinizer to scrutinize the remote e-voting process and through
poll at the Annual General Meeting in a fair and transparent manner and he has communicated
his willingness to be appointed and will be available for same purpose.
4. In terms of Section 152 of the Companies Act, 2013, Shri. Vikas Garg, Managing Directors retire
by rotation at the Meeting and being eligible, offer themselves for reappointment. The Board of
Directors of the Company recommend his re-appointment. Brief resume of Directors including
those proposed to be re-appointed, nature of their expertise in specific functional areas, names
of companies in which they hold directorships and memberships / chairmanships of Board
Committees, shareholding and relationships between directors inter-se as stipulated under Clause
49A of the Listing Agreement with the Stock Exchanges, are provided in Annexure to this notice.
5. A Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special
Business to be transacted at the Meeting is annexed hereto.
6. The Register of Members and Share Transfer Books shall remain closed from 24th September
2015 to 30th September 2015 (Both days inclusive) for the purpose of payment of dividend (if
declared) and for the 30th Annual General Meeting of the Company.
7. Members may also note that the Notice of the 30th Annual General Meeting & Annual Report
2014-15 shall be available on the Company’s website, www.vikasglobal.com.
8. Corporate members intending to send their authorized representatives to attend the Annual
General Meeting are advised to send a duly certified copy of the Board Resolution authorizing
their representative to attend and vote at the meeting.
9. Members attending the meeting are requested to bring with them the attendance slip attached to
the Annual Report duly filled in and signed and handover the same at the entrance of the hall.
10. The copies of relevant documents can be inspected at the Registered Office of the Company on
any working day during office hours.
11. The dividend on Equity Shares, if declared, at the 30th Annual General Meeting, will be credited/
paid between 5th October, 2015 to 4th November, 2015 to those members whose names appear

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VIKAS GLOBALONE LIMITED

on the Company’s Register of Members on September 23rd, 2015; in respect of the shares held in
dematerialized form, the dividend will be paid to members whose names are furnished by National
Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners
as on that date.

12. Members holding shares in physical form are requested to intimate immediately to the Registrar
& Share Transfer Agent of the Company, M/s. Alankit Assignments Limited, 4E/2, Alankit House,
Jhandewalan Extension, New Delhi-110055 quoting the Registered Folio Number: (a) details of
their Bank Account/change in Bank Account, if any, to enable the Company to print these
details on the Dividend Warrants; and (b) change in their address, if any, with the Pin Code
Number.

Members holding shares in electronic form shall address communication to their respective
Depository Participants only.

13. Please send your unpaid dividend warrants/instruments for revalidation/reissue, if already not
encashed. The dividend remaining unclaimed for seven years is required to be transferred to the
“Investor Education and Protection fund” established by the Central Government and you shall
not be able to claim any unpaid dividend from the said fund or from the Company thereafter.

14. M/s Alankit Assignment Ltd. having Corporate Office at ‘Alankit House’ 4E/2, Alankit House,
Jhandewalan Extension, New Delhi-110055 is the Registrar and Share Transfer Agent of the
Company for physical shares as well as depository interface with NSDL and CDSL.

15. You may now avail the facility of nomination by nominating, in the prescribed form, a person to
whom your shares in the Company shall vest in the event of death. Interested members may
right to the company/registrar & share Transfer Agent for the prescribed form. Members holding
shares in the dematerialized form may contact their Depository Participant for recording the
nomination in respect of their shares.

16. The Company has designated an exclusive e-mail id viz. investors@vikasglobal.in to enable
investors to register their complaints/queries, if any.

17. Members who are holding shares in more than one folio are requested to write to the Company to
enable the Company to consolidate their holdings in one folio.

18. Members are requested to promptly notify to the Company any change in their addresses.

19. Information and other instructions relating to e-voting are as under:

A. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the
Companies (Management and Administration) Rules, 2014 as amended by the Companies
(Management and Administration) Amendment Rules, 2015 and Clause 35B of the Listing
Agreement, the Company is pleased to provide members facility to exercise their right to vote
on resolutions proposed to be considered at the 30th Annual General Meeting (AGM by
electronic means and the business may be transacted through e-Voting Services. The facility
of casting the votes by the members using an electronic voting system from a place other
than venue of the AGM (“remote e-voting”) will be provided by National Securities Depository
Limited (NSDL).

B. The voting period commences on Sunday, 27th September, 2015 (09.00 a.m.) and ends on
Tuesday, 29th September, 2015 (05.00 p.m.). During this period members of the Company,

Annual Report 2014-15 7


VIKAS GLOBALONE LIMITED

holding shares either in physical form or in dematerialized form, as on the cut-off date of
23rd September, 2015, may cast their vote electronically. The E-voting module shall be disabled
by NSDL for voting after 29th September, 2015 (05.00 p.m). Once the vote on a resolution is
cast by the member, the member shall not be allowed to change it subsequently.

C. The facility for voting through ballot paper shall be made available at the AGM and the
members attending the meeting who have not cast their vote by remote e-voting shall be able
to exercise their right at the meeting through polling paper.

D. Members attending the meeting who have not already cast their vote by remote e-voting
shall be able to exercise their right at the meeting and that the members who have cast their
vote by remote e-voting prior to the meeting may also attend the meeting but shall not be
entitled to cast their vote again.

E. The process and manner for remote e-voting are as under:

I. In case a Member receives an email from NSDL [for members whose email IDs are
registered with the Company/Depository Participants(s)] :

(i) Open email and open PDF file viz; “remote e-voting.pdf” with your Client ID or Folio
No. as password. The said PDF file contains your user ID and password/PIN for
remote e-voting. Please note that the password is an initial password.
(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/
(iii) Click on Shareholder - Login
(iv) Put user ID and password as initial password/PIN noted in step (i) above. Click
Login.
(v) Password change menu appears. Change the password/PIN with new password of
your choice with minimum 8 digits/characters or combination thereof. Note new
password. It is strongly recommended not to share your password with any other
person and take utmost care to keep your password confidential.
(vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.
(vii) Select “EVEN” of “Vikas GlobalOne Limited”.
(viii) Now you are ready for remote e-voting as Cast Vote page opens.
(ix) Cast your vote by selecting appropriate option and click on “Submit” and also
“Confirm” when prompted.
(x) Upon confirmation, the message “Vote cast successfully” will be displayed.
(xi) Once you have voted on the resolution, you will not be allowed to modify your vote.
(xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to
send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority
letter etc. together with attested specimen signature of the duly authorized
signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to
akpoplico@gmail.com or investors@vikasglobal.in with a copy marked to
evoting@nsdl.co.in.

II. In case a Member receives physical copy of the Notice of AGM [for members whose email
IDs are not registered with the Company/Depository Participants(s) or requesting physical
copy]:-

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VIKAS GLOBALONE LIMITED

(i) Initial password is provided as below/at the bottom of the Attendance Slip/by separate
pin mailer for the AGM:

EVEN (Remote e-voting Event Number) USER ID PASSWORD/PIN

- - -

(ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

F. General Instructions:

I. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members
and remote e-voting user manual for Members available at the downloads section of
www.evoting.nsdl.com or call on toll free no.: 1800-222-990.

II. If you are already registered with NSDL for remote e-voting then you can use your existing
user ID and password/PIN for casting your vote.

III. You can also update your mobile number and e-mail id in the user profile details of the
folio which may be used for sending future communication(s).

IV. The voting rights of members shall be in proportion to their shares of the paid up equity
share capital of the Company as on the cut-off date of 23rd September, 2015.

V. Any person, who acquires shares of the Company and become member of the Company
after dispatch of the notice and holding shares as of the cut-off date i.e. 23rd September,
2015, may obtain the login ID and password by sending a request at evoting@nsdl.co.in
or Issuer/RTA.

However, if you are already registered with NSDL for remote e-voting then you can use
your existing user ID and password for casting your vote. If you forgot your password,
you can reset your password by using “Forgot User Details/Password” option available
on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

VI. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which
voting is to be held, allow voting with the assistance of scrutinizer, by use of “Ballot
Paper” or “Poling Paper” for all those members who are present at the AGM but have not
cast their votes by availing the remote e-voting facility.

VII. The Scrutinizer shall after the conclusion of voting at the general meeting, will first
count the votes cast at the meeting and thereafter unblock the votes cast through remote
e-voting in the presence of at least two witnesses not in the employment of the Company
and shall make, not later than three days of the conclusion of the AGM, a consolidated
scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or
a person authorized by him in writing, who shall countersign the same and declare the
result of the voting forthwith.

VIII. The Results declared alongwith the report of the Scrutinizer shall be placed on the website
of the Company at www.vikasglobal.com and on the website of NSDL immediately after
the declaration of result by the Chairman or a person authorized by him in writing. The
results shall also be immediately forwarded to the Stock Exchanges.

Annual Report 2014-15 9


VIKAS GLOBALONE LIMITED

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013.

ITEM NO. 5

As per Section 180 (1) (c) of the Companies Act, 2013, borrowings (apart from temporary loans
obtained from the Company’s bankers in ordinary course of business) by the Company beyond the
aggregate of the paid up capital of the company and its free reserve requires approval from the
shareholders of the Company.

The shareholders of the Company authorized the Board of Directors to borrow monies (apart from
temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of
business) from time to time on behalf of the Company not exceeding Rs. 200 Crores at the Annual
General Meeting held on 28th August, 2010, for smooth functioning of the business of the Company.
However pursuant to Companies Act, 2013, the requirements for obtaining members approval for
the said purpose has changed and where previously passing of Ordinary resolution was sufficient, it
now requires approval of members by way of special resolution. Thus the said authorization and
limit is no longer available to the Company.

Since funds are continuous requirement of an organization and capital is base component of any
project, keeping in view of broad based operations of the Company, its enhanced capital requirement
and for its operational efficiency it is proposed to authorize Board of Directors to borrow monies
(apart from temporary loans obtained or to be obtained from the Company’s bankers in the ordinary
course of business) from time to time on behalf of the Company not exceeding Rs. 250 crores.

The Directors recommends members’ approval as a Special Resolution.

None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or
interested, financially or otherwise in this resolution.

ITEM NO. 6

Pursuant to Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and
Auditors) Rules 2014, The Company is required to appoint Cost Accountant in practice, or a firm of
Cost Accountants in practice, as Cost Auditor on the recommendation of the Audit Committee, which
shall also recommend remuneration for such auditor. The remuneration recommended by the Audit
Committee shall be considered and approved by the Board and ratified by the members.

On the recommendation of the Audit Committee, the Board has considered and approved appointment
of M/s. Niraj Kumar Vishwakarma and Associates, Cost Accountants for conducting cost audit of ‘all
applicable products and group of products; at a remuneration of Rs. 100,000/- (One Lac Rupees
Only) plus service tax as applicable and reimbursement of out of pocket expenses for the Financial
year ending 31.03.2016.

The Board recommends ratification of remuneration of Cost Auditors by the members.

None of the Directors or their relatives is/are in anyway concerned or interested in passing of the
above mentioned resolution.

ITEM NO. 7 to 10

As per extant provisions of Companies Act, 2013, an Independent Director are required to be appointed
by shareholders’ approval, Section 149 of the Companies Act, 2013 provides that an Independent

10 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

Director shall hold office for a term up to 5 (Five) consecutive years not liable to retire by rotation. In
view of the same, the existing Independent Directors’ of the Company are required to be appointed
afresh, for a term of Five Years, not liable to retire by rotation, the proposal of appointment is thus
placed before the members.

Brief profile of the Directors’ proposed to be appointed and details of their skills, experience etc. are
annexed to this notice and are forming part thereof. The Company has received a notice pursuant to
Section 160 of the Companies Act, 2013 along with the amount of requisite deposit from members’ of
the Company proposing candidature of proposed Directors.

Copy of the draft letters for respective appointments of Directors setting out the terms and conditions
are available for inspection by members at the registered office between 10.30 am to 1.00 p.m on all
working days of the Company up to and including the day of the meeting. The Board is of the opinion
that the directors possess requisite skills, experience and knowledge relevant to the company’s
business and it would be in the interest of the Company to continue to have their association with
the company as Directors.

Further, in the opinion of the Board, the proposed appointment of Independent Directors fulfills the
conditions specified in the act, and rules there under and that the proposed appointment of
Independent Directors is independent of the management.

Except the Directors who are being reappointed, none of the Directors or their relatives is/are in
anyway concerned or interested in passing of the above mentioned resolution.

The Board recommends these resolutions for your approval.

ITEM NO. 11

As per the provisions of Section 186 of the Companies Act, 2013, the Board of Directors of a Company
can make any investment beyond the prescribed ceiling of i) Sixty per cent of the aggregate of the
paid-up capital and free reserves and securities premium account or, ii) Hundred per cent of its free
reserves and securities premium account, whichever is more, if special resolution is passed by the
members of the Company.

As a measure of achieving greater financial flexibility and to enable optimal financing structure, this
permission is sought pursuant to the provisions of Section 186 of the Companies Act, 2013 to give
powers to the Board of Directors or any duly constituted committee thereof, for making further
investment, to subsidiaries including overseas subsidiary for an amount not exceeding Rs. 50 crores.

The Company vides Board Resolution dated 17.09.2014 has entered into an agreement to make
Overseas Direct Investment by acquisition of 49% holding of Rising Phoenix General Trading LLC,
UAE.

The proposed investment(s) will be made in accordance with the applicable provisions of the Companies
Act, 2013 and relevant rules made there under. These investments are proposed to be made out of
own/ surplus funds/internal accruals and/or any other sources including borrowings, if necessary,
to achieve long term strategic and business objectives.

The Board accordingly recommends passing of this resolution as a Special Resolution.

None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or
interested, financially or otherwise in this resolution except as members.

Annual Report 2014-15 11


VIKAS GLOBALONE LIMITED

ITEM NO. 12

The Board of Directors of the Company has, on the recommendation of Nomination and Remuneration
Committee, appointed Smt. Vibha Mahajan as Additional Director with effect from 12th August, 2015.
Brief profile of Smt. Vibha Mahajan in terms of Clause 49 of the Listing Agreement, is annexed to this
Notice. In terms of Section 161(1) of the Companies Act, 2013 Smt. Vibha Mahajan holds office as
Additional Director only up to the date of the ensuing Annual General Meeting.
The Company has received a notice pursuant to Section 160 of the Companies Act, 2013 along with
the amount of requisite deposit from one of the members signifying his intention to propose the
appointment of Smt. Vibha Mahajan as a Director. The Board of Directors is of the opinion that her
vast knowledge and varied experience will be of great value to the Company
None of the Directors or Key Managerial Personnel or their relative(s) is/are in any way concerned or
interested, in this resolution.
ITEM NO. 13 & 14
Your Company is working in multi-spheres; the change of name of the Company is proposed to
better demonstrate techno-economic abilities of the Company, the proposed change of name will not
require change in the objects of the Company.
The change of name of Company would result in alteration of Name Clause of its Memorandum of
Association which requires approval of shareholders’ by way of a special resolution. The Articles of
Association of the Company would also be consequently amended.
The Board accordingly recommends passing the Special resolutions.
None of the Directors or Key Managerial Personnel or their relative(s) is/are in any way concerned or
interested, in passing of the above mentioned resolution.
ITEM NO. 15.
Your Company, at the meeting of Board of Directors held on 14 th February 2015, based on
recommendation of Nomination & Remuneration Committee of the Board of Directors, approved
appointment of Mr. Ashutosh Kumar Verma as Whole-time Director & CEO of the Company. Pursuant
to Section 161(1) of the Companies Act 2013, appropriate notice has been received from a member
proposing appointment of Mr. Ashutosh Kumar Verma as Whole-time Director & CEO of the Company.
Requisite consent has been received from Mr. Ashutosh Kumar Verma pursuant to provisions of
Section 152 of the Companies Act 2013.
The appointment has been approved, on such terms and at remuneration detailed herein, prescribed
under Section 197 read with Schedule V of the Companies Act, 2013. The said remuneration was
based on the recommendations of the Nomination & Remuneration Committee.
1. Tenure
The appointment of Mr. Ashutosh Kumar Verma as the Whole-time director shall be valid for a
period of 3 years from 14th February, 2015.
2. Remuneration
Salary: Rs. 1,40,000/- per month including allowances and perquisites with the authority to the
Board of Directors to determine any merit based increase from time to time within the limits of
overall managerial remuneration.

12 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

Overall Remuneration: The aggregate of salary, perquisites and allowances in any one financial
year shall not the limits prescribed under Section 196, 197 and other applicable provisions of the
Companies Act, 2013 read with Schedule V of the Act both individually i.e. 5% and collectively all
managerial personnel taken together i.e. 10% of net profit of the Company for a relevant financial
year.

In the event of loss or inadequacy of profit in any financial year during the currency of tenure of
services, the payment of salary, perquisites and other allowances shall be governed by the limits
prescribed under Section II of Part II of Schedule V of Companies Act, 2013.

Brief profile of Mr. Ashutosh Kumar Verma in terms of Clause 49 of the Listing Agreement, is annexed
to this Notice and is forming part thereof.

Your Board recommends the above Special resolutions for approval of members.

None of the Directors or Key Managerial Personnel or their relative(s) except Mr. Ashutosh Kumar
Verma is/are in any way concerned or interested, in passing of the above mentioned resolution.

By order of the Board


For Vikas GlobalOne Limited

Place: New Delhi (Vikas Garg)


Date: 12.08.2015 Managing Director
DIN 00255413
10/4, East Punjabi Bagh,
New Delhi-110026

Annual Report 2014-15 13


VIKAS GLOBALONE LIMITED

Information of Directors seeking appointment/re-appointment under Item No. 3, 7 to 10, 12


& 15 of the Notice convening Annual General Meeting of the Company in terms of Clause 49 of
the Listing Agreement And Secretarial Standards.
Name of Directors Vikas Garg Sumer Chand Tayal Jagdish Capoor
AGE 42 years 69 years 76 years
Qualification Commerce Graduate Civil Engineer Masters Degree in Commerce and
Fellow member of the Indian Institute
of Banking and Finance
Date of Appointment 15/06/1992 07/07/2006 10/08/2011
Expertise Rich experience of Rich and vast expertise Rich and vast expertise in
more than 18 years in strategy, project strategy, project execution,
in the line of polymer execution administration and finance
compound and
chemicals.
Directorships Vikas Polymerland Moonlite Footcare Asset Care & Reconstruction
Private Limited, Pvt. Ltd. Enterprise Limited, Quantum
Moonlite Technochem Trustee Company Private Limited,
Private Limited, Pride LIC Pension Fund Private Limited,
Buildtech Private Mannapuram Finance Limited,
Limited, MM Auto LICHFL Trustee Co. Pvt. Ltd., Entegra
Industries Limited. Limited, Atlas Documentary
Facilitators Company Pvt. Ltd.,
LIC Housing Finance Limited,
Nitesh Estates Limited,
HDFC Securities Limited,
AGS Transact Technologies Limited.
Committee NIL NIL LIC pension Fund Limited-
Memberships and Nomination and Remuneration
Chairmanships Committee, Audit Committee
(Chairman)
Mannapuram Finance Limited-
Nomination and Remuneration Committee
LIC Housing Finance Limited-
Nomination and Remuneration
Committee Chairman)
Nitesh Estates Limited-
Nomination and Remuneration
Committee, Audit Committee and
Stakeholder Relationship Committee
(Chairman)
Quantum Trustee Company Private
Limited- Audit Committee (Chairman)
Atlas Documentary Facilitators
Company Pvt. Ltd.- Audit Committee
(Chairman)
Entegra Limited- Audit
Committee (Chairman)
HDFC Securities Limited- Nomination
and Remuneration Committee
Shareholding in the 53460355 (21.028%) 129522 (0.05%) 187500 (0.073%)
Company equity shares equity shares Equity Shares

14 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

Name of Pradip Kumar Manoj Singhal Ashutosh Kumar Vibha Mahajan


Directors Banerji Verma
AGE 73 years 59 years 56 years 44 years
Qualification IAS (1966 batch) Commerce Graduate Science Graduate Bachelor of Engineering
& Post graduate (Electronics)
in economics
Date of 25/07/2008 14/02/2013 06/08/2014 Proposed for appointment
Appointment in the 30th AGM
Expertise Rich and vast Rich and vast Rich and vast Proficient in Business
experience in the experience in planning, experience in the Development & Product
field of Finance, direction & management field of Plastics Development activities,
Industry, Foreign His versatility is depicted Raw Material and driving revenue growth and
Trade, Foreign through his immense Polymer proactively conducting
Investment. contribution made on Compounds opportunity analysis,
the education and Social He has vast environment scan
Cultural & sports front experience in the including market trends/
by associating with field of sales, customer requirements/
various educational marketing, competitor moves to
institutions, trusts business achieve market-share
and committees. In development, metrics.
view of the background technical
and vast experience services,
sourcing of raw
material,
machinery and
R&D.
Directorships Alankit Limited. Hitkari Automobiles NIL Sigma Polytec Private
Private Limited, MM Limited
Auto Industries
Limited, MNS Global
Finance Private Limited,
MM Appartments
Private Limited, MM
Appartments N
Infrastructures Private
Limited, MM Vidyut
Private Limited, MM
Asan Auto Limited, PHD
Chamber of Commerce
and Industry, MM Physi-
Health Care, Triveni
Bhoomi Vikas Private
Limited, M N M Assets
Reconstruction
Company Limited, MM
Infosystems Private
Limited, MMR Packaging
Private Limited
Committee Alankit Limited- NIL NIL NIL
Memberships Nomination &
and Remuneration
Chairmanships Committee, Audit
Committee,
Stakeholder
Relationship
Committee
Shareholding 187500 (0.073%) NIL 75000 (0.03%) NIL
in the Equity Shares Equity Shares
Company

Annual Report 2014-15 15


VIKAS GLOBALONE LIMITED

BOARD’S REPORT

The Members,
Vikas GlobalOne Limited

Your Directors have pleasure in presenting the 30th (Thirtieth) Annual Report of your Company and
Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

The Company’s financial performance, for the year ended March 31, 2015 is summarized below:-
(Rupees in Lac)
Particulars 2014-2015 2013-2014
Net Sales /Income from Business Operations 21101.55 16968.35
Other Income 370.70 190.73
Total Income 21472.24 17159.08
Gross Expenditure 19437.03 15951.47
Less Interest 1071.12 642.34
Profit before Depreciation 964.09 565.27
Less Depreciation 341.80 190.54
Profit after depreciation and Interest/Net Profit Before Tax 622.29 374.73
Less Current Tax 124.51 49.16
Less Previous year adjustment of Income Tax 63.63 (4.03)
Less Deferred Tax (36.43) 1.18
Mat Credit Availed 92.00 27.81
Net Profit after Tax 378.58 300.61
Add Share of Profit from Partnership firm/Minority Interest - 31.84
Profit for the Period 378.58 332.45
Less Proposed Dividend 127.11 50.85
Less Provision for Dividend Distribution Tax 24.26 8.64
Net Profit after dividend and Tax 227.21 272.96
Amount transferred to General Reserve 26.50 272.96
Profits carried to Balance Sheet 200.71 -
Earning per Share (Basic) 0.15 0.13
Earning per Share (Diluted) 0.15 0.13

During the year under review the Company has achieved Net Sales of Rs. 21101.55 Lac and a net
profit before tax of Rs. 622.29 Lac as against net sales of Rs. 16968.35 Lac and Profit before tax of
Rs. 374.73 Lac in the previous financial year 2013-14 respectively.

Your Company is financially strong and self reliant in terms of funds generation, debt servicing and
has been able to generate sufficient profits for dividend payouts. A constant rise in turnover and
profits of the Company is apparent and your Directors are expecting better results both in terms of
operations of the Company and its financial position.

STATE OF AFFAIRS OF THE COMPANY


The Company has been expanding its operations both in terms of product base and customer base.
We have been trying to capture new markets for our products. The operations of the Company are

16 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

growing steadily and constant raise in performance of the Company is evident from its promising
financial prospects.

The Manufacturing plants of the Company are located in the state of J&K and Rajasthan. During the
year, two manufacturing units were established one at Bawana, Delhi and another at Sitarganj,
Uttrakhand. This has been done keeping in mind the strategic and locational advantages with regard
to availability of raw material and potential for finished goods.

No material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year to which these financial statements relate on the date of this
report.

FUTURE OUTLOOK

As a move forward and with the help of Technology & Innovation, your Company is planning to
introduce new products in market. The Company is scheduling another manufacturing unit at land
allotted by Gujarat Industrial Development Corporation (A Government of Gujarat undertaking) at
Dehej-II, Industrial Estate, District- Bharuch (Gujarat) to cater the market of Western and Southern
India and also for exports its products like Methyle Tin Mercaptile and Epoxidised Soya Bean Oil.
Your Company is also planning for Overseas Direct Investment in form of JV/WOS abroad.

DIVIDEND

Your Directors are pleased to recommend a dividend @ 5% i.e. of Rs. 0.05/- (Five Paisa) per share on
25,42,39,675 (Twenty Five Crore Forty Two Lac Thirty Nine Thousand Six Hundred Seventy Five)
Equity Shares for the current financial year. The dividend if approved and declared in the ensuing
Annual General meeting would result in a payout of Rs. 1,27,11,983.75/- (Rupees One Crore Twenty
Seven Lac Eleven Thousand Nine Hundred Eighty Three and Paisa Seventy Five) and Dividend
Distribution Tax of Rs. 24,26,119/- aggregating a total outflow of Rs. 1,51,38,103/-.

Amounts proposed to be carried to Reserves.

A sum of Rs. 26,50,085/- (Rupees Twenty Six Lac Fifty Thousand Eighty Five) being 7% of the net
profits of the Company for the current financial year as considered appropriate by the Board has
been transferred to General Reserve of the Company.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

SHARE CAPITAL

During the year under review, the Authorized Share Capital of the Company was increased from Rs.
15,95,00,000/- (Rupees Fifteen Crore Ninety Five Lac) to Rs. 26,00,00,000/- (Rupees Twenty Six
Crore) by creation of 10,05,00,000 Equity Shares of Rs. 1/- each aggregating to addition of Capital of
Rs. 10,05,00,000/- (Rupees Ten Crore Five Lac).

BONUS SHARES

During the year under review the Company made bonus issue of Rs. 15,25,43,805/- (Rupees Fifteen
Crore Twenty Five Lac Forty Three Thousand Eight Hundred Five) in the proportion of 3:2 i.e. 3
equity shares for every 2 equity shares held, 15,25,43,805 Equity Shares of Rs. 1/- (Rupees One)

Annual Report 2014-15 17


VIKAS GLOBALONE LIMITED

Each as fully paid Bonus Shares by utilization of Rs. 7,36,16,255/- out of Securities Premium
Account and Rs. 7,89,27,550/- out of General Reserve & Surplus, to the existing shareholders of the
Company in accordance with the provisions of Section 63 of the Companies Act, 2013 read with Rule
14 of the Companies (Share Capital and Debentures), Rules 2014 and SEBI (Issue of Capital and
Disclosure Requirements), Regulations, 2009.

EMPLOYEES’ STOCK OPTION SCHEME (ESOS)

The Company pursuant to the Special Resolution passed at the Annual General Meeting held on 28th
September, 2011 for issue and allotment of Equity shares under Employee Stock Option Scheme
(ESOS), has constituted a Compensation Committee. An Employee Stock Option Scheme 2011 (ESOS
2011) to reward the Employees of the Company for their performance and association with the
Company and to motivate them to contribute to the growth and profitability of the Company, was
accordingly formulated and implemented.

During the previous financial year 2013-14, 6,56,500 equity shares of Rs. 1/- each were allotted to
the eligible employees and Directors consequent to vesting and exercise of first tranche of options
granted. However no exercise of options has taken place during the financial year under reporting
and thus no shares has been allotted under Employee Stock Option Scheme 2011 of the Company.

Disclosures under Regulation 14 of Securities Exchange Board of India (Share Based Employment
Benefits) Regulations, 2014 are available at website of the Company www.vikasglobal.com at weblink
http://www.vikasglobal.com/gifs/Disclosure%20under%20SEBI.pdf.

ANNUAL RETURN

The extracts of Annual Return in Form MGT-9 pursuant to the provisions of Section 92 read with
Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in “Annexure
A” annexed to this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, the Company disposed off its investment in its Wholly Owned Subsidiary,
Moonlite Technochem Private Limited, by sale of 31,49,070 Equity Shares of face value Rs. 10/-
each at Rs. 17/- each being the fair market value of the shares aggregating to an inflow of Rs.
5,35,34,190/- (Rupees Five Crore Thirty Five Lac Thirty Four Thousand One Hundred and Ninety)
and thereby a profit of Rs. 1,88,23,854/- (Rupees One Crore Eighty Eight Lac Twenty Three Thousand
Eight Hundred Fifty Four) has been earned on the transaction which has been reported under the
head of “Other Income”.
The Company has acquired/taken over business of its earlier associate concern “Sigma Plastic
Industries” w.e.f. 1st April, 2014 by acquisition of balance 25% stake of the said concern and thereby
increasing its stake in the said concern to 100%. “Sigma Plastic Industries” has thus been dissolved.
Thus as on 31st March, 2015, the Company does not have any Subsidiary, Joint venture or Associate
Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013

The particulars of Loans, guarantees or investments made under Section 186 by the Company are
as under:

18 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

1. The Company had invested Rs. 3,47,10,336/-(Rupees Three Crore Forty Seven Lac Ten Thousand
Three Hundred and Thirty Six) in its wholly owned subsidiary, Moonlite Technochem Private
Limited. The said investment was disposed of during the year under review.

2. The Company had given Corporate Guarantee to the Bank of Rs. 16 Crore for Moonlite Technochem
Private Limited (MTPL), Wholly Owned Subsidiary of the Company. Consequent to disposal of
investment, the MTPL ceased to be subsidiary of the Company; revocation of the said Guarantee
has been initiated and is under process.

There were no other loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS ENTERED WITH RELATED PARTIES

The particulars of Contracts or Arrangements entered with related parties and justification for the
same made pursuant to Section 188 during the year under review are furnished under Form AOC-2
annexed to this report as “Annexure B”.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Purushottam Dass Bhoot was appointed as Independent Director
in terms of Section 152 of the Companies Act, 2013 for a term of 5 years at the Annual General
Meeting of the Company held on 29.09.2014.

Mr. Ashutosh Kumar Verma was appointed on the Board of the Company at the Annual General
Meeting held on 29.09.2014. On 14.02.2015, he was designated as Key Managerial Personnel by
appointment as Chief Executive Officer and Whole Time Director subject to approval of members at
the ensuing Annual General Meeting.

Ms. Deepika Bhardwaj was appointed as Additional Director (Women Director) of the Company on
14.02.2015 and has resigned from Directorship of Company on 18.05.2015.

Ms. Jyoti Somani working as Company Secretary of the Company w.e.f. 01.11.2011, resigned on
23.05.2014. Thereafter Mr. Sunil Malik was appointed as Company Secretary of the Company on
24.05.2014; he resigned from the position on 03.11.2014. Ms. Gayatri Chawla has been appointed
as Company Secretary of the Company on 14.02.2015.

Mr. Vikram Dang was appointed as Chief Financial Officer of the Company on 13.11.2014 however
due to his health reasons; he resigned from the position on 18.01.2015, Mr. Pankaj Kumar Gupta
working with Company as Manager Accounts was promoted and appointed as Chief Financial Officer
of the Company on 14.02.2015.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

6 (Six) Board meetings were held during the financial year under review. Details of the meeting and
attendance are forming part of the Corporate Governance Report.

MANAGERIAL REMMUNERATION AND OTHER DISCLOSURES

Disclosure pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Annual Report 2014-15 19


VIKAS GLOBALONE LIMITED

a) The particulars of ratio of the remuneration of each Director to the median employee’s
remuneration and other details pursuant to Section 197 (12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are furnished as “Annexure C” attached to this report.

b) None of the employee of the Company is in receipt of remuneration aggregating to Rs. 60 Lac for
the year or Rs. 5 Lac for a month during the year 2014-15 and is also not falling under the
criteria of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, thus disclosure in this respect is not required.

c) No Director of the Company, including its Managing Director or Whole-Time Director, is in receipt
of any commission from the Company or its Subsidiary Company.

ANNUAL EVALUATION BY THE BOARD

The annual evaluation of performance of Board as a whole and that of its committees and individual
directors is undertaken at periodic intervals in a staged manner where first the discussions are held
and criteria is laid down at meeting of Independent Directors and then by the Board itself. The
criteria for evaluation of performance of Board includes among other things Constitution of Board,
Diversity, Number of Board Members, Skills and Expertise of members of Board, financial performance
of the Company, Compliance and other similar aspects etc.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the
requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves
to be appointed as Independent Directors under the provisions of the Companies Act, 2013, listing
agreement and the relevant rules.

The details pertaining to Familiarization Programme for Independent Directors has been provided in
Corporate Governance Report.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT, PAYMENT OF REMUNERATION AND


DISCHARGE OF THEIR DUTIES

The Company has laid down policy on appointment of Directors, payment of Managerial Remuneration,
Directors’ qualifications, positive attributes, independence of Directors and other related matters in
terms of Section 178(3) of the Companies Act, 2013 read with listing agreement is annexed herewith
as “Annexure D”.

The Composition and other details of Nomination and Remuneration Committee are detailed in
Corporate Governance Report.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The risk management includes identifying types of risks and its assessment, risk handling and
monitoring and reporting. The Company has developed a risk management policy and has also
constituted Risk Management Committee consisting majority of non-executive independent Directors
for timely recognition and cure of the business, financial and other risks associated with the working
of the Company. The composition and other details of the Risk Management Committee of the Company
are detailed in Corporate Governance Report. The Committee meets at regular intervals and monitors
implementation of Risk Management Policy of the Company.

20 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

DEVELOPMENT AND IMPLEMENTATION OF POLICY ON CORPORATE SOCIAL RESPONSIBILITY


INITIATIVES

The Company has duly constituted a Committee under the nomenclature of Corporate Social
Responsibility Committee consisting of majority of non-executive independent Directors. The
Committee has developed Corporate Social Responsibility Policy of the Company and is monitoring
implementation of the same. The CSR Committee reports to the Board. The said CSR policy of the
Company is also posted on the Website of the Company at www.vikasglobal.com.

During the year under review, the Company undertook CSR initiative for cause of Education through
the “Maharaja Agrasen Technical Education Society (Regd.)” and Rs. 12,00,000/- (Rupees Twelve
Lac) were allocated and spent for the said cause of promoting education being one of the areas
Company is presently focusing.

The Annual Report on Company’s CSR activities is furnished in “Annexure E” and attached to this
report.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

In terms of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies
(Meetings of the Board and its Powers) Rules, 2013 and listing agreement with stock exchanges, the
Audit Committee of the Company is duly constituted and consists of the following Independent &
Non-Executive Directors’ as members:

1. Mr. Narender Kumar Garg*


2. Mr. Purushottam Dass Bhoot
3. Mr. Sumer Chand Tayal

*Mr. Narender Kumar Garg is no longer associated with the Company as Director; he resigned from
Directorship on 29.04.2015. Terms of reference and other details of the Committee are detailed in
Corporate Governance Report.

The Company has also established a vigil mechanism and overseas it through the Audit Committee
to resolve the genuine concerns expressed by the employees and other Directors. The Company has
also provided adequate safeguards against victimization of employees and Directors who express
their concerns. The Company has also provided direct access to the chairman of the Audit Committee
on reporting issues concerning the interests of co-employees and the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,


PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment
of women at workplace pursuant to the requirements of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee
(ICC) has been set up to redress complaints received regarding sexual harassment (if any). The policy
has set guidelines on the redressal and enquiry process that is to be followed by complainants and
the ICC, while dealing with issues related to sexual harassment at the work place. All women employees
whether permanent, temporary, contractual and trainees are covered under this policy. The Company
has not received any complaints during the year.

Annual Report 2014-15 21


VIKAS GLOBALONE LIMITED

AUDITORS & AUDITORS’ REPORT

M/s RSPH & Associates, Chartered Accountants (Firm Registration No. 003013N), New Delhi were
appointed as Auditors of the Company at the Annual General Meeting held on 29th September, 2014.
Their continuance of appointment and payment of remuneration are to be confirmed and approved
in the ensuing Annual General Meeting. The Company has received a certificate from the Auditors to
the effect that if their appointment is confirmed, it would be in accordance with the provisions of
Section 141 of the Companies Act, 2013.

The report of the Auditors together with their notes to accounts forming part of the Balance Sheet
and the Cash Flow Statement as at 31st March, 2015 and the Statement of Profit & Loss for the year
ended on that date are self explanatory and do not call for any further explanation from the Directors.

INTERNAL AUDITORS & INTERNAL CONTROL SYSTEMS

The Management continuously reviews the internal control systems and procedures for the efficient
conduct of the Company’s business and Financial Statements. The Company adheres to the prescribed
guidelines with respect to the transactions, financial reporting and ensures that all its assets are
safeguarded and protected against losses. In terms of Section 138 of Companies Act, 2013, M/s.
Pandey Amit & Associates (Registration No. 025425N), the internal auditors of the Company conduct
the Audit on regular basis and the Audit Committee actively reviews internal audit reports and
effectiveness of internal control systems.

Internal Control Systems are implemented to safeguard the Company’s assets from loss or damage,
to keep constant check on the cost structure, to prevent revenue leakage, to provide adequate financial
and accounting controls and implement accounting standards.

The Company has a rigorous business planning system to set targets and parameters for operations
which are reviewed with actual performance to ensure timely initiation of corrective action, if required.

COST AUDITORS

The Company has appointed M/s. Niraj Kumar Vishwakarma & Associates (Firm Regn. No. 101683),
Cost Accountants for conducting Cost Audit for the financial year 2015-16 under the provisions of
Section 139 of the Companies Act, 2013 and have also certified that they are free from any
disqualifications specified under section 141 read with section 139 and 148 of the Companies Act,
2013. The Audit Committee has also received a Certificate from the Cost Auditors certifying their
independence and arm’s length relationship with the Company.

SECRETARIAL AUDITORS & SECRETARIAL AUDITORS’ REPORT

The Company has in terms of Section 204 of the Companies Act, 2013 appointed M/s. AAA &
Associates, Company Secretaries for secretarial audit of the financial year 2014-15, the report of
secretarial auditor is annexed hereto and forming part of this report. The report of Secretarial Auditors’
is self explanatory and do not call for any further explanation from the Directors.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby
submits its responsibility Statement:—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;

22 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

(b) the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the profit and loss of the
company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS


AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange


Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 is furnished in “Annexure F” attached to this report.

CREDIT RATINGS

During the year under review Brickwork Ratings India Private Limited, A SEBI, RBI & NSIC registered
credit rating agency in India, has assigned Bank rating BWR BBB- (BWR Triple B minus) for Long-
term bank facilities and the Outlook of which is Stable regarding timely servicing of financial obligations
and BWR A3 (BWR A Three) for Short-term bank facilities.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, as stipulated under Clause
49 of the Listing Agreement with the Stock Exchanges in India, is provided separately and is forming
part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Report on Corporate Governance under Clause 49 of the Listing Agreement is produced separately
and is forming part of this report. A Certificate from Practicing Company Secretary regarding
compliance of the conditions of the Corporate Governance, as stipulated in Clause 49 of the Listing
Agreement with the Stock Exchanges, is attached with the Corporate Governance Report.

Certificate of the Managing Director, inter-alia confirming the correctness of the financial statements,
compliance with Company’s Code of Conduct, adequacy of the Internal Control measures and reporting
of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock
Exchange, is also attached in the Corporate Governance Report.

LEGAL & CORPORATE MATTERS


The legal cases filed by and against the Company, pending adjudication are not material in nature
and are by and large commercial. A winding up petition has been filed against the Company by

Annual Report 2014-15 23


VIKAS GLOBALONE LIMITED

M/s. ADM Agro Industries Kota and Akola Private Limited, alleging non-payment of Rs.41,15,664/-
The debt is disputed and has already been challenged by the Company, through a civil case, for
recovery of damages on grounds of non-fulfillment of obligation by said M/s. ADM Agro Industries
Kota and Akola Private Limited. A summary suit for recovery of debt concerning the matter is also
pending adjudication. Presently all these matters are being heard and subjudice before Court of
Law. The Company is confident that the matters would be decided in its favor.

There are no significant or material orders passed by the regulators /court affecting going
concern status or Company’s operations in near future.

LISTING OF SECURITIES

Equity Shares of the Company are listed at National Stock Exchange (NSE) and Bombay Stock
Exchange (BSE). The Annual Listing Fee including service tax for the financial year 2014-15 has
been paid to all of the Stock Exchanges.

ACKNOWLEDGEMENTS

Your directors place on the record their sincere appreciation for the valuable assistance and continued
support received from our esteemed customers, government authorities, financial institutions, banks
and shareholders of the Company. We further express our gratitude to all our employees for their
committed services to the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS


Vikas GlobalOne Limited

(Purushottam Dass Bhoot) (Vikas Garg)


Chairman & Director Managing Director
DIN-00094087 DIN-00255413

24 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

Annexure A
FORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
as on financial year ended on 31.03.2015
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company
(Management & Administration ) Rules, 2014.

I REGISTRATION & OTHER DETAILS:


i CIN L65999DL1984PLC019465
ii Registration Date 30.11.1984
iii Name of the Company Vikas GlobalOne Limited
iv Category/Sub-category of the Company Company Limited by Shares/Indian
Non-Government Company
v Address of the Registered office Address : Vikas Apartments, 34/1,
& contact details East Punjabi Bagh,
New Delhi-110026
Telephone : 011-43144444
Fax : 011-43144488
Email : investors@vikasglobal.in
Website : www.vikasglobal.com
vi Whether listed company Yes
vii Name , Address & contact details Name : Alankit Assignments Limited
of the Registrar & Transfer Agent, Address : 4E/2, Alankit House, Jhandewalan
if any. Extension, New Delhi- 110055
Telephone : 011-42541234
Email Address : info@alankit.com
Website : www.alankit.com

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY


All the business activities contributing 10% or more of the total turnover of the company shall be
stated

S. No. Name and Description of NIC Code of the % to total turnover


main products/ services Product/service of the Company
1 Thermoplastic Rubber Compounds 20119 31.3

III PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES

S. No. Name and Address CIN/GLN HOLDING/ % OF APPLICABLE


of the Company SUBSIDIARY/ SHARES SECTION
ASSOCIATE HELD

The Company has no subsidiary/associate as on 31st March, 2015.

Annual Report 2014-15 25


VIKAS GLOBALONE LIMITED

IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)


Category of No. of Shares held at the beginning No. of Shares held at the %
Shareholders of the year end of the year Change
during
the year
Demat Physical Total % of Demat Physical Total % of
Total Total
Shares Shares
A. Promoter s
(1) Indian
a) Individual/ 33280880 0 33280880 32.73 76784305 0 76784305 30.2 2.53
HUF
b) Central Govt 0 0 0 0 0 0 0 0 0
c) State Govt(s) 0 0 0 0 0 0 0 0 0
d) Bodies Corp. 10329630 0 10329630 10.16 30324075 0 30324075 11.93 1.77
e) Banks / FI 0 0 0 0 0 0 0 0 0
f) Any other 0 0 0 0 0 0 0 0 0
Total shareholding 43610510 0 43610510 42.89 107108380 0 107108380 42.129 0.761
of Promoter (A)

B. Public
Shareholding
1. Institutions
a) Mutual Funds 0 0 0 0 0 0 0 0 0
b) Banks / FI 0 0 0 0 0 0 0 0 0
c) Central Govt 0 0 0 0 0 0 0 0 0
d) State Govt(s) 0 0 0 0 0 0 0 0 0
e) Venture Capital 0 0 0 0 0 0 0 0 0
Funds
f) Insurance 0 0 0 0 0 0 0 0 0
Companies
g) FIIs 0 0 0 0 30000 0 30000 0.01 0.01
h) Foreign Venture 0 0 0 0 0 0 0 0 0
Capital Funds
i) Others (specify) 0 0 0 0 0 0 0 0 0
Sub-total (B)(1):- 0 0 0 0 30000 0 30000 0.01 0.01

2. Non-Institutions
a) Bodies Corp. 28261713 67000 28328713 27.86 84970906 167500 85138406 33.49 5.63
i) Indian
ii) Overseas
b) Individuals
i) Individual share 581214 659450 1240664 1.22 9128240 2633912 11762152 19.67 18.45
holders holding
nominal share
capital upto
Rs. 1 lakh
ii) Individual share 27262023 858360 28120383 27.65 48852767 1161375 50014142 19.67 7.98
holders holding
nominal share
capital in excess
of Rs 1 lakh
c) Others (specify)
c-i) Non Resident 100 45000 45100 0.04 74095 112500 186595 0.7 0.3
Indian
c-ii) Employees/ 350500 0 350500 0.34 0 0 0 0 0.34
office bearer
Sub-total (B)(2):- 56455550 1629810 58085360 57.12 143026008 4075287 147101295 57.86 0.74
Total Public Share 56455550 1629810 58085360 57.12 143056008 4075287 147131295 57.87 0.75
holding (B)=(B)(1)
+ (B)(2)
C. Shares held by 0 0 0 0 0 0 0 0 0
Custodian for
GDRs & ADRs
Grand Total 100066060 1629810 101695870 100 250164388 4075287 254239675 100 0
(A+B+C)

26 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

(ii) SHARE HOLDING OF PROMOTERS

S. Shareholder’s Name Shareholding at the Share holding at the %


No. beginning of the year end of the year change
No. of % of total %of Shares No. of % of %of in share
Shares Shares of Pledged / Shares total Shares holding
the encum- Shares Pledged/ during
company bered of the encum- the
to total company bered year
shares to total
shares
1. Asha Garg 3210 0.003 0 8025 0.003 0 NIL
2. Baby Sukriti Garg 151330 0.149 0 378325 0.149 0 NIL
3. Ishwar Gupta 17120 0.017 0 42800 0.017 0 NIL
4. Seema Garg 1286870 1.265 0 3217175 1.265 0 NIL
5. Vikas Garg 23644900 23.251 0 53460355 21.028 0 -2.223
6. Vikas Garg 1782620 1.753 0 4456550 1.753 0 NIL
(Sukriti Welfare Trust)
7. Vikas Garg(HUF) 1321100 1.299 0 3302750 1.299 0 NIL
8. Vivek Garg 428620 0.421 0 1071550 0.421 0 NIL
9. Ekta Garg 400 0.000 0 0 0.000 0 -0.0003
10. Usha Garg 893200 0.878 0 2233000 0.878 0 NIL
11. Jai Kumar Garg 407900 0.401 0 1019750 0.401 0 NIL
12. Jai Kumar Garg (Huf) 447400 0.440 0 1118500 0.440 0 NIL
13. Nand Kishore Garg 2453110 2.412 0 6132775 2.412 0 NIL
14. Nand Kishore Garg(HUF) 135100 0.133 0 337750 0.133 0 NIL
15. Vaibhav Garg 2000 0.002 0 5000 0.002 0 NIL
16. Vikas Polymerland Pvt. Ltd. 10329630 10.157 0 30324075 11.927 0 1.77
TOTAL: - 43304510 42.582 0 107100355 42.126 0 0.456

(III) CHANGE IN PROMOTERS’ SHAREHOLDING ( PLEASE SPECIFY, IF THERE IS NO CHANGE)

S. Promoters Name Shareholding at the Cumulative Shareholding


No. beginning of the year during the year

No. of % of total No. of % of total


shares shares of the shares shares of the
company company
1 Mrs. Asha Garg
At the beginning of the year 3,210 0.003
Bonus shares credited on 16.11.2014 4,815 —— 8,025 0.003
At the End of the year 8,025 0.003
2 Baby Sukriti Garg
At the beginning of the year 151,330 0.149
Bonus shares credited on 16.11.2014 226,995 —— 378,325 0.149
At the End of the year 378,325 0.149

Annual Report 2014-15 27


VIKAS GLOBALONE LIMITED

S. Promoters Name Shareholding at the Cumulative Shareholding


No. beginning of the year during the year
No. of % of total No. of % of total
shares shares of the shares shares of the
company company
3 Mr. Ishwar Gupta
At the beginning of the year 17,120 0.017
Bonus shares credited on 16.11.2014 25680 ___ 42,800 0.017
At the End of the year 42,800 0.017
4 Mrs. Seema Garg
At the beginning of the year 1,286,870 1.265
Bonus shares credited on 16.11.2014 1,930,305 ___ 3,217,175 1.265
At the End of the year 3,217,175 1.265
5 Mr. Vikas Garg
At the beginning of the year 23,644,900 23.251
Sale in the Open Market on 05.06.2014. (1,72,770) 0.17 2,34,72,130 23.081
Sale in the Open Market on 06.06.2014. (25,000) 0.02 2,34,47,130 23.056
Sale in the Open Market on 10.06.2014. (42,500) 0.04 2,34,04,630 23.014
Sale in the Open Market on 17.06.2014. (99,500) 0.10 2,33,05,130 22.916
Sale in the Open Market on 18.06.2014. (22,000) 0.02 2,32,83,130 22.894
Sale in the Open Market on 19.06.2014. (98,988) 0.10 2,31,84,142 22.797
Inter-Promoters Transfer on 21.10.2014. (6,00,000) 0.59 2,25,84,142 22.207
Inter-Promoters Transfer on 28.10.2014. (6,00,000) 0.59 2,19,84,142 21.617
Inter-Promoters Transfer on 05.11.2014. (6,00,000) 0.59 2,13,84,142 21.028
Bonus shares credited on 16.11.2014. 3,20,76,213 —— 5,34,60,355 21.028
At the End of the year 53,460,355 21.028
6 Vikas Garg (Sukriti Welfare Trust)
At the beginning of the year 1,782,620 1.753
Bonus shares credited on 16.11.2014 2,673,930 —— 4,456,550 1.753
At the End of the year 4,456,550 1.753
7 Vikas Garg (HUF)
At the beginning of the year 1,321,100 1.299
Bonus shares credited on 16.11.2014 1981650 ____ 3,302,750 1.299
At the End of the year 3,302,750 1.299
8 Mr. Vivek Garg
At the beginning of the year 428,620 0.42 428,620 0.42
Bonus shares credited on 16.11.2014 642930 —— 1071550 0.42
At the End of the year 1,071,550 0.42
9 Mrs. Ekta Garg
At the beginning of the year 400 0
Sale in the Open Market 400 0 NIL NIL
At the End of the year NIL NIL

28 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

S. Promoters Name Shareholding at the Cumulative Shareholding


No. beginning of the year during the year
No. of % of total No. of % of total
shares shares of the shares shares of the
company company
10 Mrs. Usha Garg
At the beginning of the year 893,200 0.878
Bonus shares credited on 16.11.2014 1,339,800 —— 2,233,000 0.878
At the End of the year 2,233,000 0.878

11 Mr. Jai Kumar Garg


At the beginning of the year 407,900 0.401
Bonus shares credited on 16.11.2014 611,850 —— 1,019,750 0.401
At the End of the year 1,019,750 0.401

12 Jai Kumar Garg (HUF)


At the beginning of the year 447,400 0.44
Bonus shares credited on 16.11.2014 671,100 —— 1,118,500 0.44
At the End of the year 1,118,500 0.44

13 Mr. Nand Kishore Garg


At the beginning of the year 2,453,110 2.412
Bonus shares credited on 16.11.2014 3,679,665 ___ 6,132,775 2.412
At the End of the year 6,132,775 2.412

14 Nand Kishore Garg (HUF)


At the beginning of the year 135,100 0.133
Bonus shares credited on 16.11.2014 202,650 —— 337,750 0.133
At the End of the year 337,750 0.133

15 Mr. Vaibhav Garg


At the beginning of the year 2,000 0.002
Bonus shares credited on 16.11.2014 3,000 —— 5,000 0.002
At the End of the year 5,000 0.002

16 Vikas Polymerland Pvt. Ltd.


At the beginning of the year 10,329,630 10.157
Inter- Promoter Purchase on 21.10.2014 6,00,000 0.59 1,09,29,630 10.747
Inter- Promoter Purchase on 28.10.2014 6,00,000 0.59 1,15,29,630 11.337
Inter- Promoter Purchase on 05.11.2014 6,00,000 0.59 1,21,29,630 11.927
Bonus shares credited on 16.11.2014 1,81,94,445 —- 3,03,24,075 11.927
At the End of the year 30,324,075 11.927

Annual Report 2014-15 29


VIKAS GLOBALONE LIMITED

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders
of GDRs and ADRs):

S. PParticulars Shareholding at the Cumulative Shareholding


No. beginning of the year during the year
No. of % of total No. of % of total
shares shares of the shares shares of the
company company

1 Goodlife Impex Private Limited


At the beginning of the year 11,970,000 11.77
Transactions (Purchase/sale) NIL ... 1,19,70,000 11.77
from 01.04.2014 upto Bonus Issue
Bonus Shares credited on 16.11.2014 1,79,55,000 ... 2,99,25,000 11.77
Transactions (Purchase/sale post (1,29,000) 0.051 2,97,96,000 11.72
bonus) after Bonus issue upto
31.03.2015
At the End of the year (or on the 2,97,96,000 11.71
date of separation, if separated
during the year)
2 Magic Tradelink Private Limited
At the beginning of the year 45,10,410 4.435
Transactions (Purchase/sale) from NIL ... 45,10,410 4.435
01.04.2014 upto Bonus Issue
Bonus Shares credited on 16.11.2014 67,65,615 ... 1,12,76,025 4.435
Transactions (Purchase/sale post (2,35,209) 0.092 1,10,40,816 4.434
bonus) after Bonus issue
upto 31.03.2015
At the End of the year (or on the 1,10,40,816 4.434
date of separation, if separated
during the year)
3 Govind Aggarwal
At the beginning of the year 19,09,700 1.877
Transactions (Purchase/sale) from (1,33,840) 0.131 17,75,860 1.746
01.04.2014 upto Bonus Issue
Bonus Shares credited on 16.11.2014 26,63,790 ... 44,39,650 1.746
Transactions (Purchase/sale post (15,05,123) 0.59 29,34,527 1.156
bonus) after Bonus issue
upto 31.03.2015
At the End of the year (or on the 29,34,527 1.156
date of separation, if separated
during the year)
4 Ishwar Chand Mittal
At the beginning of the year 19,00,000 1.868
Transactions (Purchase/sale) from (12,52,043) 1.231 6,47,957 0.637
01.04.2014 upto Bonus Issue

30 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

S. PParticulars Shareholding at the Cumulative Shareholding


No. beginning of the year during the year
No. of % of total No. of % of total
shares shares of the shares shares of the
company company

Bonus Shares credited on 16.11.2014 9,71,936 ... 16,19,892 0.637


Transactions (Purchase/sale post NIL ... 16,19,892 0.637
bonus) after Bonus issue
upto 31.03.2015
At the End of the year (or on the 16,19,892 0.637
date of separation, if separated
during the year)
5 Kawal Kumar
At the beginning of the year 14,78,470 1.453
Transactions (Purchase/sale) from (10,63,235) 1.045 4,15,235 0.408
01.04.2014 upto Bonus Issue
Bonus Shares credited on 16.11.2014 6,22,852 ... 10,38,087 0.408
Transactions (Purchase/sale post (13,753) 0.005 10,24,334 0.402
bonus) after Bonus issue
upto 31.03.2015
At the End of the year (or on the 10,24,334 0.402
date of separation, if separated
during the year)
6 Abhipra Company Limited
At the beginning of the year 14,20,000 1.396
Transactions (Purchase/sale) from (13,40,000) 1.317 80,000 0.078
01.04.2014 upto Bonus Issue
Bonus Shares credited on 16.11.2014 1,20,000 ... 2,00,000 0.078
Transactions (Purchase/sale post (2,00,000) 0.078 ... ...
bonus) after Bonus issue
upto 31.03.2015
At the End of the year (or on the NIL NIL
date of separation, if separated
during the year)
7 Naresh Kumar
At the beginning of the year 13,74,060 1.351
Transactions (Purchase/sale) from (6,72,004) 0.66 7,02,056 0.691
01.04.2014 upto Bonus Issue
Bonus Shares credited on 16.11.2014 10,53,084 ... 17,55,140 0.691
Transactions (Purchase/sale post (1,26,741) 0.049 16,28,399 0.640
bonus) after Bonus issue
upto 31.03.2015
At the End of the year (or on the 16,28,399 0.64
date of separation, if separated
during the year)

Annual Report 2014-15 31


VIKAS GLOBALONE LIMITED

S. PParticulars Shareholding at the Cumulative Shareholding


No. beginning of the year during the year
No. of % of total No. of % of total
shares shares of the shares shares of the
company company

8 Krishan Mittal
At the beginning of the year 13,54,830 1.332
Transactions (Purchase/sale) from (8,55,598) 0.841 4,99,232 0.49
01.04.2014 upto Bonus Issue
Bonus Shares credited on 16.11.2014 7,48,848 ... 12,48,080 0.49
Transactions (Purchase/sale post 11,00,000 0.432 23,48,080 0.923
bonus) after Bonus issue
upto 31.03.2015
At the End of the year (or on the 23,48,080 0.923
date of separation, if separated
during the year)
9 Jai Ganesh Chit Fund Pvt. Ltd.
At the beginning of the year 12,62,000 1.24
Transactions (Purchase/sale) from NIL ... 12,62,000 1.24
01.04.2014 upto Bonus Issue
Bonus Shares credited on 16.11.2014 19,93,000 ... 31,55,000 1.24
Transactions (Purchase/sale post NIL ... 31,55,000 1.24
bonus) after Bonus issue
upto 31.03.2015
At the End of the year (or on the 31,55,000 1.24
date of separation, if separated
during the year)
10 Mahesh Kumar
At the beginning of the year 12,11,090 1.19
Transactions (Purchase/sale) from (6,00,000) 0.589 6,11,090 0.600
01.04.2014 upto Bonus Issue
Bonus Shares credited on 16.11.2014 9,16,635 ... 15,27,725 0.600
Transactions (Purchase/sale post (1,64,840) 0.064 13,62,885 0.536
bonus) after Bonus issue
upto 31.03.2015
At the End of the year (or on the 13,62,885 0.536
date of separation, if separated
during the year)

32 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

(V) Shareholding of Directors and Key Managerial Personnel:

S. Name of the Directors & KMP’s Shareholding at the Cumulative Shareholding


No. beginning of the year during the year
No. of % of total No. of % of total
shares shares of the shares shares of the
company company

1 Mr. Vikas Garg (Managing Director)


At the beginning of the year 2,36,44,900 23.251 2,36,44,900 23.251
Sale in the Open Market on 05.06.2014. 1,72,770 0.17 2,34,72,130 23.081
Sale in the Open Market on 06.06.2014. 25,000 0.02 2,34,47,130 23.056
Sale in the Open Market on 10.06.2014. 42,500 0.04 2,34,04,630 23.014
Sale in the Open Market on 17.06.2014. 99,500 0.10 2,33,05,130 22.916
Sale in the Open Market on 18.06.2014. 22,000 0.02 2,32,83,130 22.894
Sale in the Open Market on 19.06.2014. 98,988 0.10 2,31,84,142 22.797
Inter-Promoters Transfer on 21.10.2014. 6,00,000 0.59 2,25,84,142 22.207
Inter-Promoters Transfer on 28.10.2014. 6,00,000 0.59 2,19,84,142 21.617
Inter-Promoters Transfer on 05.11.2014. 6,00,000 0.59 2,13,84,142 21.028
Bonus shares credited on 16.11.2014. 3,20,76,213 ... 5,34,60,355 21.028
At the End of the year 5,34,60,355 21.028
2 Mr. Vivek Garg (Whole-Time Director)
At the beginning of the year 4,28,620 0.42 4,28,620 0.42
Bonus shares credited on 16.11.2014 6,42,930 —— 10,71,550 0.42
At the End of the year 10,71,550 0.42
3 Mr. Ashutosh Kumar Verma (CEO & Whole-Time Director)
At the beginning of the year 30,000 0.029 30,000 0.029
Bonus shares credited on 16.11.2014 45,000 —— 75,000 0.029
At the End of the year 75,000 0.029
4 Ms. Deepika Bhardwaj (Whole-Time Director, Resigned on 18.05.2015)
At the beginning of the year NIL NIL
No Changes
At the End of the year NIL NIL
5 Mr. Prushottam Dass Bhoot (Director)
At the beginning of the year 16,000 0.015 16,000 0.015
Bonus shares credited on 16.11.2014 24,000 —— 40,000 0.015
At the End of the year 40,000 0.015
6 Mr. Sumer Chand Tayal (Director)
At the beginning of the year 75,000 0.073 75,000 0.073
Bonus shares credited on 16.11.2014 1,12,500 —— 1,87,500 0.073
At the End of the year 1,87,500 0.073
7 Mr. Pradip Kumar Banerji (Director)
At the beginning of the year 75,000 0.073 75,000 0.073
Bonus shares credited on 16.11.2014 1,12,500 —— 1,87,500 0.073
At the End of the year 1,87,500 0.073

Annual Report 2014-15 33


VIKAS GLOBALONE LIMITED

S. Name of the Directors & KMP’s Shareholding at the Cumulative Shareholding


No. beginning of the year during the year
No. of % of total No. of % of total
shares shares of the shares shares of the
company company

8 Mr. Jagdish Capoor (Director)


At the beginning of the year 75,000 0.073 75,000 0.073
Bonus shares credited on 16.11.2014 1,12,500 —— 1,87,500 0.073
At the End of the year 1,87,500 0.073
9 Mr. Narender Kumar Garg (Director, Resigned on 03.11.2014)
At the beginning of the year 75,000 0.073 75,000 0.073
Bonus shares credited on 16.11.2014 1,12,500 —— 1,87,500 0.073
At the End of the year 1,87,500 0.073
10 Mr. Manoj Singhal (Director)
At the beginning of the year NIL NIL
No Changes ——
At the End of the year NIL NIL
11 Mr. Jyoti Somani (Company Secretary, Resigned on 23.05.2014)
At the beginning of the year 10,000 0.009 10,000 0.009
No Changes 15,000 —— 25,000 0.009
At the End of the year 25,000 0.009
12 Mr. Sunil Malik (Company Secretary, Resigned on 03.11.2014)
At the beginning of the year NIL NIL
No Changes
At the End of the year NIL NIL
13 Mr. Vikram Dang (Chief Financial Officer, Resigned on 14.02.2015)
At the beginning of the year NIL NIL
No Changes
At the End of the year NIL NIL
14 Ms. Gayatri Chawla (Company Secretary)
At the beginning of the year NIL NIL
No Changes
At the End of the year NIL NIL
15 Mr. Pankaj Kumar Gupta (Chief Financial Officer)
At the beginning of the year NIL NIL
No Changes
At the End of the year NIL NIL

34 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

V INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans Unsecured Deposits Total


excluding Loans Indebted-
deposits ness
Indebtedness at the beginning of
the financial year
i) Principal Amount 3,52,10,314 NIL NIL
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
Change in Indebtedness during
the financial year
* Addition 8,15,05,635 15,00,000 NIL
* Reduction 2,76,39,078.27 15,00,000
Net Change
Indebtedness at the end of the
financial year
i) Principal Amount 8,90,76,870 NIL NIL
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) 8,90,76,870 NIL NIL

XI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL


A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

S. Particulars of Remuneration Name of the Directors Total


no. Amount
Mr. Vikas Mr. Vivek Mr. Ashutosh Ms. Deepika
Garg (MD) Garg (WTD) Kumar Verma Bhardwaj
(WTD) (WTD)
1 Gross salary
(a) Salary as per provisions 3,71,818 NIL 12,32,903 28,366 16,33,087
contained in section 17(1)
of the Income-tax Act, 1961
(b) Value of perquisites 2,00,240 0 0 0 2,00,240
u/s 17(2) Income-tax Act, 1961
(c) Profits in lieu of salary 0 0 0 0 0
u/s 17(3) Income- tax Act, 1961
2 Stock Option 0 0 30,000 0 0
3 Sweat Equity 0 0 0 0 0
4 Commission- as % of profit- 0 0 0 0 0
others, specify…
5 Others, please specify 0 0 0 0 0
Total (A) 5,72,058 NIL 13,07,903 28,366 18,33,327
Ceiling as per the Act

Annual Report 2014-15 35


VIKAS GLOBALONE LIMITED

B. Remuneration to other directors:


Sl. Particulars of Remuneration Name of Directors Total
no. Amount
Mr. Jagdish Capoor Mr. Pradip Kumar Banerji
(Independent Director) (Independent Director)
1 Independent Directors
Fee for attending board 60,000 80,000 1,40,000
committee meetings
Commission 0 0 0
Others, please specify 0 0 0
Total (1) 60,000 80,000 1,40,000
2 Other Non-Executive
Directors
Fee for attending board 0 0 0
committee meetings
Commission 0 0 0
Others, please specify 0 0 0
Total (2) 0 0 0
Total (B)=(1+2) 60,000 80,000 1,40,000
Total Managerial
Remuneration
Overall Ceiling as per the Act
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
S. Particulars of Key Managerial Personnel
no. Remuneration
Ms. Jyoti Mr. Sunil Mr. Vikram Mr. Pankaj Ms. Gayatri Total
Somani, Malik, Dang, Kumar Gupta, Chawla,
(Company Company Chief Chief Financial Company
Secretary Secretary, Financial Officer Secretary
Resigned Resigned Officer, Appointed Appointed on
on 23.05. on 03.11. Resigned on on 14.02.2015 14.02.2015
2014) 2015 14.02.2015
1 Gross salary
(a) Salary as per 64,800 1,77,420 1,14,495 69,107 98,216 5,24,038
provisions
contained in
section 17(1) of the
Income-tax Act,
1961
(b) Value of per - - - - - -
quisites u/s 17(2)
Income-tax Act,
1961
(c) Profits in lieu of - - - - - -
salary u/s17(3)
Income-tax Act,
1961
2 Stock Option - - - - - -
3 Sweat Equity - - - - - -
4 Commission - - - - - -
- as % of profit - - - - - -
others, specify… - - - - - -
5 Others, please specify - - - - - -
Total - - - - - -

XII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NONE

36 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

Annexure B to Board Report


FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company


with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013
including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm’s length basis.

SL. Particulars Details


No.
a) Name (s) of the related party & nature of relationship Mr. Vikas Garg & Mr. Vivek Garg,
Directors of the Company
b) Nature of contracts/arrangements/transaction Purchase of Share of Sigma Plastic Industries
c) Duration of the contracts/arrangements/transaction Single Transaction
d) Salient terms of the contracts or arrangements or The transaction was entered into for purchase
transaction including the value, if any of share held by the Directors as partners in
Sigma Plastic Industries, 75% subsidiary of
the Company, the transaction was entered at
par value and the Company took over
businessof Sigma Plastic Industries by
increasing its investment to 100%.
e) Justification for entering into such contracts or The Transaction does not passes any undue
arrangements or transactions’ benefit to parties concerned instead was
beneficial to the Company considering the
value of assets of the firm.
f) Date of approval by the Board 24.05.2014
g) Amount paid as advances, if any Nil
h) Date on which the special resolution was passed in Not Applicable
General meeting as required under first proviso to
section 188

2. Details of material contracts or arrangements or transactions at Arm’s length basis.

SL. Particulars Details


No.
a) Name (s) of the related party & nature of relationship
b) Nature of contracts/arrangements/transaction
c) Duration of the contracts/arrangements/transaction There are no material contracts/arrangements
d) Salient terms of the contracts or arrangements or entered into by the Company.
transaction including the value, if any
e) Date of approval by the Board
f) Amount paid as advances, if any
*Details of other related party transactions are forming part of Notes to financial statements, refer note no. 42.

Annual Report 2014-15 37


VIKAS GLOBALONE LIMITED

ANNEXURE ‘C’

DETAILS PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013 READ WITH RULE
5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014
Remuneration paid to Directors & Key Managerial Personnel’s (KMP’s):
Title Remune- Remune- No. of Stock % increase Excl. MP Incl.MP Ration of remuneration to
ration in ration in options/ of remune- Ratio of Ratio of Revenues Net Profit
F.Y. 2014-15 F.Y. 2013-14 RSUs ration in remune- remune- (F.Y. (F.Y.
(Rs. In Lacs) (Rs. in Lacs) granted in 2014-15 ration ration 2014-15) 2014-15)
F.Y. as to MRE to MRE
2014-15 compared and MP
to 2013-14
Whole-Time Director 16.80 - - NA 5.36 5.66 0.08% 4.44%
and CEO
Director 1.32 - - NA 0.42 0.44 0.01% 0.35%
Chief Financial Officer 4.60 - - NA 1.46 1.55 0.02% 1.22%
Managing Director 5.72 6.16 - -7% 1.82 1.93 0.03% 1.51%
Company Secretary 5.27 4.20 - 25% 1.68 1.78 0.02% 1.39%

The Median Remuneration of Employees (MRE) excluding Managerial Personnel (MP) was Rs.
3,13,306/- and Rs. 1,82,112/- in F.Y. 2014-15 and F.Y. 2013-14 respectively. The increase in MRE
(excluding MP) in F.Y. 2014-15, as compared to F.Y. 2013-14 is 72%.
The Median Remuneration of Employees (MRE) including Managerial Personnel (MP) was Rs. 2,96,700/
- and Rs. 1,85,168/- in F.Y. 2014-15 and F.Y. 2013-14 respectively. The increase in MRE (including
MP) in F.Y. 2014-15, as compared to F.Y. 2013-14 is 60%
The number of permanent employees on the rolls of the Company as of March 31, 2015 and March
31, 2014 was 63 and 82 respectively.
The revenue growth during F.Y. 2014-15 over F.Y. 2013-14 was 24% and net profit after tax of Rs.
379 lacs was recorded during the F.Y. 2014-15 against net profit after tax of Rs. 301 lacs in the F.Y.
2013-14. The aggregate remuneration of employees excluding MP grew by -4% over the previous
financial year. The aggregate increase in salary for MP and other KMP’s, in the current financial
year, was 225% over F.Y. 2013-14. This was based on the recommendation of the nomination and
remuneration committee to revise the remuneration as per industry benchmarks.
The market capitalization of the Company decreased by 172% to Rs. 157.62 Crore as of March 31,
2015 from Rs. 272.54 Crore as of March 31, 2014 (Base BSE). The decrease is attributed to Bonus
Issue of Rs. 15,25,43,805/- brought by the Company during the year 2014-15. The Price Earning
(P/E) Ratio was Rs. 41.33/- as of March 31, 2015 as compared to Rs. 206.15/- as on March 31,
2014. The closing price of the Company’s equity shares on the NSE and BSE as of March 31, 2015
was Rs. 6.25/- and Rs. 6.20/- respectively.
The Company’s variable compensation philosophy for its managerial personnel is to ensure it is
competitive in the global markets in which it operates, for attracting and retaining the best talent.
Component of remuneration to Fixed Salary Bonus Commission Total
directors and other KMPs
As a Percentage of revenue 0.16% - - 0.16%
for F.Y. 2014-15
As a Percentage of net profit 8.90% - - 8.90%
for F.Y. 2014-15
*The increase in remuneration is not comparable due to appointment/change in KMPs during the financial year 2014-15.

38 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

Annexure D
REMUNERATION POLICY
INTRODUCTION:

In pursuance of the Company’s policy to consider human resources as its invaluable assets, to pay equitable remuneration
to all Directors, Key Managerial Personnel (KMP) and employees of the Company, to harmonize the aspirations of human
resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 and the
Listing Agreement as amended from time to time this policy on nomination and remuneration of Directors, Key Managerial
Personnel and Senior Management has been formulated by the Committee and approved by the Board of Directors.

OBJECTIVE AND PURPOSE:

The objective and purpose of this policy are:

• To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors
(Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial
positions and to determine their remuneration.
• To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior Management Personnel.
• To provide them reward linked directly to their effort, performance, dedication and achievement relating to the
Company’s operations.
• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and
create competitive advantage. In the context of the aforesaid criteria the following policy has been formulated by the
Nomination and Remuneration Committee and adopted by the Board of Directors at its meeting held on 14th February,
2015.

DEFINITIONS

• Board means Board of Directors of the Company.


• Director means Directors of the Company.
• Committee means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the
Board.
• Company means Vikas GlobalOne Limited.
• Independent Director means a director referred to in Section 149 (6) of the Companies Act, 2013.
• Key Managerial Personnel (KMP) means a KMP as as defined under Section 203 of the Companies Act, 2013 and
includes:
i. CEO/Managing Director/Manager;
ii. Whole-time Director;
iii. Chief Financial Officer;
iv. Company Secretary;
v. Such other officer as may be prescribed under the applicable statutory provisions/regulations.

• Senior Management means personnel of the Company occupying the position of Chief Executive Officer (CEO) of
any unit / division or Vice President including Vice President of any unit / division of the Company General Manager
including General Manager of any division or unit. Unless the context otherwise requires, words and expressions
used in this policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to
time shall have the meaning respectively assigned to them therein.

Annual Report 2014-15 39


VIKAS GLOBALONE LIMITED

APPLICABILITY

This Nomination and Remuneration Policy applies to:

• All Directors (Executive and Non Executive)


• Key Managerial Personnel
• Senior Management Personnel
• Other Employees

GENERAL

This Policy is divided in three parts: Part – A covers the matters to be dealt with and recommended by the Committee to the
Board, Part – B covers the appointment and nomination and Part – C covers remuneration and perquisites etc.

PART – A

MATTERS TO BE DEALT WITH, PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION
AND REMUNERATION COMMITTEE:

The Committee shall:

• Formulate the criteria for determining qualifications, positive attributes and independence of a director. Identify
persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior
Management positions in accordance with the criteria laid down in this policy.

• Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.

PART – B

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT:

Appointment criteria and qualifications:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for
appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.
2. A person should possess adequate qualification, expertise and experience for the position he/she is considered for
appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a
person is sufficient / satisfactory for the concerned position.
3. The Company shall not appoint or continue the employment of any person as Wholetime Director who has attained
the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age
of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement
annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

Term / Tenure:

A. Managing Director / Whole-Time Director

The Company shall appoint or re-appoint any person as its Managing Director or Executive Director (Whole-time Director)
for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of
term.

40 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

B. Independent Director

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be
eligible for re-appointment for another term of upto five consecutive years on passing of a special resolution by the
Company and disclosure of such appointment in the Board’s report.

No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be
eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an
Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in
any other capacity, either directly or indirectly.

At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent
Director Serves is restricted to seven listed companies as an Independent Director and three listed companies as an
Independent Director in case such person is serving as a Whole-time Director of a listed company.

Evaluation:

The Committee shall carry out evaluation of performance of every Director (including Independent Director), KMP and
Senior Management Personnel at regular interval (yearly).

Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other
applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing,
removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act,
rules and regulations.

Retirement:

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act,
2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior
Management Personnel in the same position / remuneration or otherwise even after attaining the retirement age, for the
benefit of the Company.

PART – C

POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR, KMP AND SENIOR
MANAGEMENT PERSONNEL

General:

The remuneration / compensation / commission etc. to the Whole-time Director, KMP and Senior Management Personnel
will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation /
commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government,
wherever required.

The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage / slabs
/ conditions laid down in the Articles of Association of the Company and as per the provisions of the Companies Act, 2013,
and the rules made thereunder.

Annual Report 2014-15 41


VIKAS GLOBALONE LIMITED

Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board
which should be within the slabs approved by the Shareholders in the case of Whole-time Director.

Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief
Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium
paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such
person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

Remuneration to Whole-time / Executive / Managing Director, KMP and Senior Management Personnel:

Fixed Pay

The Whole-time Director / KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may
be approved by the Board on the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites
including, employer’s contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved
by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever
required.

Minimum Remuneration

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to
its Whole-time Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able
to comply with such provisions, with the previous approval of the Central Government.

Provisions for excess remuneration:

If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the
limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required,
he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The
Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

Remuneration to Non- Executive / Independent Director:

Remuneration / Commission

The remuneration/commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the
Company and the Companies Act, 2013 and the rules made thereunder.

Sitting Fees

The Non- Executive/Independent Director may receive remuneration by way of fees for attending meetings of Board or
Committee thereof. Provided that the amount of such fees shall not exceed Rupees One Lac per meeting of the Board or
Committee or such amount as may be prescribed by the Central Government from time to time.

Commission

Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the
profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

42 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

THE ANNUAL REPORT ON CSR ACTIVITIES ANNEXURE E TO THE BOARD’S REPORT

1. A brief outline of the Company’s CSR Policy including overview of projects or programs proposed
to be undertaken and a reference to the web-link to the CSR Policy and projects or programs.

We at Vikas GlobalOne Ltd. consider Corporate Social Responsibility as a sense of responsibility


towards the community and environment (both ecological and social). We at Vikas GlobalOne
Limited as a corporate citizen have more common approach to CSR that is corporate philanthropy.
This includes monetary donations and aid given to non-profit organizations and communities.
Donations are made in areas such as the arts, education, housing, health, social welfare and the
environment, among others to carry on projects and programs for welfare of public at large.

We have determined our focus areas which include eradication of Hunger, Poverty, and
Malnutrition, promotion of education, environment stability, gender equality, women
empowerment and rural development among others and are presently undertaking our CSR
initiatives through registered societies and trusts. The CSR Policy of the Company and other
details on the Company’s CSR initiatives are available at website of the Company at
www.vikasglobal.com at http://www.vikasglobal.com/quarterly-results/csr-policy.pdf.

2. The composition of CSR Committee.

The CSR Committee of the Company comprises of 3 Directors with majority of Non-Executive
Independent Director and Chairman is also a Non-Executive Independent Director. The Committee
was initially constituted with following Directors:
Mr. Narender Kumar Garg* Non-Executive Independent Director Chairman
Mr. Sumer Chand Tayal Non-Executive Independent Director Member
Mr. Vikas Garg Executive Director Member
*Mr. Narender Kumar Garg has resigned from the Directorship of the Company w.e.f. 29.04.2015
and as per present composition Mr. Purushottam Dass Bhoot, Non-Executive Independent Director
and Chairman of the Company is Chairman of CSR Committee.

3. Average net profit of the Company for last three financial years.

S. No. Financial Year Net Profit Average Net Profit for Last 3
Financial Year
1. 2011-12 8,72,10,952/-
2. 2012-13 3,42,28,273/- Rs. 5,15,61,587.30/-
3. 2013-14 3,32,45,537/-

4. Prescribed CSR Expenditure (two percent of the amount mentioned in item 2 above):

Rs. 10,31,231.75/-

5. Details of CSR spent during the financial year:

(a) Total amount to be spent for the financial year: Rs. 10,31,232/-

(b) Amount unspent, if any: NIL

(c) Manner in which the amount spent during the financial year is detailed below.

Annual Report 2014-15 43


VIKAS GLOBALONE LIMITED

(1) (2) (3) (4) (5) (6) (7) (8)


S. No. CSR Sector in Project or Amount Amount Cumulative Amount
projector whichthe Program(1) Outlay spenton the Expenditure Spent:
Activity project Local Area (Budget) Projectsor upto Direct or
Identified is covered or Other(2) Project or Programs reporting through
Specify the Program Sub Heads: period Impleme-
State and wise (1) Direct nting
district Expenditure Agency
where on Projects
projectsor orPrograms
programs (2)
was Overheads
undertaken
1. Promotion Education Local Area, Rs. Direct Exp. Rs. Through
of Delhi/NCR 12,00,000/- Rs. 12,00,000/- Implemen-
Education 12,00,000/- ting
Agency
*Details of implementing agency: “Maharaja Agrasen Technical Education Society (Regd.)”

6. In case the Company has failed to spend the two percent of the average net profit of the last three
financial years or any part thereof, the Company shall provide the reasons for not spending the
amount in its Board Report.

Not Applicable

7. A responsibility statement of the CSR Committee that the implementation and monitoring of
CSR Policy, is in compliance with CSR objectives and policy of the Company.

We hereby confirm that the implementation and monitoring of the CSR Policy is in Compliance
with the CSR Objectives and Policy of the Company and in the interest of Company and public at
large.

Sd/- Sd/- Sd/-


(Ashutosh Kumar Verma) (Purushottam Dass Bhoot) (Vikas Garg)
Chief Executive Officer Chairman CSR Committee Managing Director

44 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

ANNEXURE ‘F’ TO BOARD’S REPORT

Information as per Section 134 (3) (m) of Companies Act, 2013 read with Companies (Accounts)
Rules, 2014 and forming part of the Board’s Report for the year ended 31st March, 2015:

CONSERVATION OF ENERGY

Energy Conservation measures taken, Steps taken for utilizing alternate source of energy,
Capital investment on energy conservation equipment:

The Company has professionally designed & maintained Power factor Panels.

These are specifically designed panels ensuring optimum use of the electricity being consumed at
our factories.

The power factor calculations on our electricity consumption calculations show that VGL is nearing
perfect results in getting the best output from the electrical energy consumed in the plants.

VGL closely monitors the throughput of all the machines to ensure that every part of the electrical
energy consumed is justified with nearly nil wastage of energy.

Proper production planning also contributes positively to avoid wastage of electrical energy & optimum
outputs.

Water conservation

Water extraction, storage, desalinization (softening hard water, filtration for further use in process)
also involve a considerable consumptions of electrical energy.

VGL plants have the rainwater harvesting systems in place which not only help conserve water but
also the electrical energy involved in extraction of the volume of water thus collected.

The Company shall continue its endeavor to improve energy conservation and utilization.

TECHNOLOGY ABSORPTION

1) Efforts made in technology absorption & Benefits derived:

Major initiatives are being taken to upgrade the various processes by making use of latest and
better techniques. Efforts are being made to make best use of available infrastructure and at the
same time importing new technology to bring out efficiency and economy. As a step towards it,
the Company has procured highly sophisticated machinery for its newly set up plant at
Shahjahanpur, Rajasthan, for commencing production of an additional range of Polymer Additives.

Research & Development (R & D)

a) Specific Areas in which R & D carried out by the Company: During the year, the Company
has inclined its efforts in the development of its production efficiency by improving its methods
and technology.

b) Benefits derived as a result of above R & D: Increased in market share.

c) Future Plan of Action/Expansions Plans: As the relevant industry is gearing up to cater to


the growing demand, Vikas GlobalOne Limited, is all set to expand their business in a big

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VIKAS GLOBALONE LIMITED

way in the coming years. The company is also progressive in installation of additional line to
increase the production of Polymer and Polyester Compound at its existing plant located at
Shahjahanpur, Alwar, Rajasthan.

With a host of expansion plans, the Company is confident of achieving new heights in the
coming years.

2) Imported Technology (imported during last 3 years reckoned from beginning of the financial
year)

None.

3) Expenditure incurred on Research and Development (R&D)

The Company has incurred a total expenditure of Rs. 9.76 lacs (including capital and revenue
expenses) towards Research and Development.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, expenses were incurred on import of technology, raw materials
and further expenses were incurred on foreign traveling of directors and other executives of the
Company.

Earnings : Rs. 76,20,23,719/-

Outgo : Rs. 51,72,36,931/- (include both foreign expenses and Import purchases).

46 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

We at VIKAS GLOBALONE LIMITED believe in inclusive growth and excellence both at micro and
macro levels. We excel in Manufacturing and Distribution of Specialty Polymers Compounds and
Additives. We serve to the priority and sunshine sectors including Agriculture/Infrastructure
Components, Wires & Cables, Auto Parts, Textiles, Electronic Goods, Medical, Writing Instruments,
Organic & Inorganic Chemicals, Footwear and Packaging industries by producing high end products
while alongside acting as distributor of global conglomerates with niche in specialty chemicals and
polymers.

Apart from the manufacturing your Company operates in segments of real-estate, agriculture and
service which form small part of our working while major segment remaining manufacturing.

This report contains the expectations and aspirations of the Company’s Management based on the
current market environment both domestic & global and Company’s competitive position.

ECONOMIC OVERVIEW & GROWTH PROSPECTS

Global Economic Outlook & Prospects

During the year 2014-15, Global growth remained moderate, with uneven prospects across the main
countries and regions, it was witnessed that the outlook for advanced economies is improving, while
growth in emerging market and developing economies is projected to be lower, primarily reflecting
weaker prospects for some large emerging market economies and oil-exporting countries.

Some of the key developments of the year are appreciation in US dollar, surplus oil supply; depreciation
in Euro and yen, increase in risk spreads in emerging markets etc. The United States is the only
major economy having exceeded the growth expectations while most other economies grew more
slowly than expected.

As per World Economic Outlook (WEO) published by IMF, the Global Economy growth has been
recorded at 3.3% in year 2013 and 2014, the expected growth for the year 2015 - 2016 is 3.5% and
3.7% respectively. The growth trends of advanced economies are projected to be at a level of 2.4% for
both year 2015 and 2016 rising from 1.3% in year 2013 and 1.8% in year 2014. However the growth
projections of emerging markets and developing economies remain stagnant at 4.3% in year 2015
and 4.7% for year 2016 from 4.7% and 4.4% in year 2013 – 2014 respectively.

The Global growth is expected to receive a boost from lower oil prices however this boost shall be
offset by the negative factors including lower investments, shift in sentiments and volatility in global
financial markets, stagnation and low inflation in Euro area and Japan coupled with geopolitical
events. Though the growth prospects of world economy still remain uneven and more favorable to
developed economies, however the overall growth prospects for developing countries and India seems
broadly stable.

The Indian Perspective


The Indian Economy is witnessing robust growth in terms of its constantly rising GDP levels at 5.1%
in year 2012-13, 6.9% in year 2013-14 to 7.4% in year 2014-15. The growth projected for the year
2015-16 is at 8.5%.

With the current initiatives being taken by Government of India for Industrial growth such as Make
In India, Skill Development, Digital India etc. shall be instrumental and promising for the Indian
Economy.

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VIKAS GLOBALONE LIMITED

INDUSTRY STRUCTURE AND DEVELOPMENT

In 2011 the Global Specialty Chemicals market had total revenues of $767.5 billion and it is reported
that it had a compound annual growth rate (CAGR) of 2.7% between 2007 and 2011. The market is
further projected to reach $980 billion by the end of 2016. These speciality products are marketed
as pesticides, speciality polymers, electronic chemicals, surfactants, construction chemicals, Industrial
Cleaners, flavours and fragrances, speciality coatings, printing inks, water-soluble polymers, food
additives, paper chemicals, oil field chemicals, plastic adhesives, adhesives and sealants, cosmetic
chemicals, water management chemicals, catalysts, textile chemicals as per Overview of the Specialty
Chemicals Industry published by IHS.

The Indian chemicals industry, which earned revenues in the range of $ 155-160 billion in 2013, is
likely to grow at a rate of 11-12 percent in the next two to three years. Growth in the Indian specialty
chemicals industry is driven largely by robust domestic demand with exports based growth in select
segments. Local demand for specialty chemicals in India will continue to grow, driven by three main
factors. Firstly, key consumer industries e.g. textiles, automotive, construction, etc. are expected to
grow at rates higher than the overall GDP. Secondly, emerging customer needs across consumer
industries call for products with higher quality/ increased performance products e.g. wrinkle free
textiles, reflective glass, cement admixtures, etc. Finally, manufacturing processes need upgrading
leading to process and equipment upgrades in many industries e.g. textile, paper, electronics,
cosmetics, plastics.

OPPORTUNITIES AND THREATS

Your Company deals only in small range of specialty chemicals consisting of Specialty Polymers
Compounds and Additives. However considering the overall global economic environment, prospects
for Indian economy and expected growth at Industry level, your Company is positive to achieve its
growth targets.

The opportunities we see ahead are due to the multi-segment functioning of the Company diversifying
its income and scope for growth; we enjoy advantage of having a product range covering a broad
spectrum of applications and our other segments though not large in size, provide adequate support
to our major business activity.

Your Company continues to invest in upgradation and expansion of its manufacturing capacities.
The in-house R&D Department has been consistently developing quality products and is also striving
for achieving cost efficiencies.

The industries in which our products have application like Automobile, Leather, Footwear, Organic
Chemicals, Polymers, Pharmaceuticals, Packaging Industries etc are growing at a reasonable pace
and we have a fair chance of improving our position as a reliable supplier of good quality chemicals
to these industries. Our Core Competence in chemical handling and manufacturing supported by an
able technical team, should provide a lot of opportunities and scope to the company to improve its
performance. We enjoy leadership position in some of the products in domestic market, driven by
strong in house technology, diversified product portfolio and customer base. Our R&D Centre is
enabling us to add new products to our product portfolio which will add to our contribution.

The commodity nature of some of our products make them susceptible to fluctuations in raw material
prices and exchange rates. The company is vulnerable to External price volatility. Domestic prices

48 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

are dependent on the cyclicality of the industry and Government policy for its use in oil sector. Other
petroleum based raw materials are subject to International policy and price fluctuation.

Being a global player, we are also exposed to competition not only from domestic players but also
large international players. Cheap imports especially from countries like China could pose problems,
which would have to be faced by consistency in quality of the products and improving production
efficiencies.

SEGMENT WISE PERFORMANCE

Chemical Division

The revenue from Chemical division forms 92% of the total revenue from Operations of the Company,
constituting it the major exponent of operations of the Company. During the year under review, the
revenue from manufacturing activities aggregated to Rs. 155.24 Cr. and revenue from trading activities
aggregated to Rs. 39.70 Cr. as against Rs. 95.56 Cr. and Rs. 73.12 Cr. in year 2013-14 from
manufacturing and trading activities respectively.

The profits (before tax) of the segment aggregated to Rs. 14.54 Cr. as against Rs. 8.56 Cr. achieved in
the year 2013-14.

Agro Division

Agro division of the Company formed 6.8% of the total revenue from Operations of the Company for
the current financial year making its second largest segment of the Company in terms of revenue.
Being a new segment, no previous year revenue exists in this segment.

The revenue from the division aggregated to Rs. 14.49 Cr. and profits before tax of Rs. 1.17 Cr.
during the current financial year.

Service Division

The segment revenue from service division forms only 1% of the total revenue from Operations of the
Company. During the year under review, the revenue from service division aggregated to Rs. 2.14 Cr.
as against Rs. 2.47 Cr. in year 2013-14.

The profits (before tax) of the segment aggregated to Rs. 1.17 Cr. as against Rs. 1.15 Cr. achieved in
the year 2013-14.

The Company has been acting as forwarding agent of Lupin Limited, however the franchise agreement
from the said Company has been terminated, since the Company no longer wish to continue in
service division. The discontinuation of service division is a decision taken by the management in
light of the overall market tendencies.

Real Estate Division

The real estate division has a meager contribution of 0.6% in the total revenue from Operations of
the Company. During the year under review, the revenue from the division aggregated to Rs. 1.26 Cr.
as against Rs. 0.45 Cr. (Rs. 45 Lac) in year 2013-14.

The profits (before tax) of the segment aggregated to Rs. 4.44 Lac as against Rs. 44.28 Lac achieved
in the year 2013-14.

Annual Report 2014-15 49


VIKAS GLOBALONE LIMITED

The segment has not been performing well, however the same does not affects operations or revenue
of the Company and your Company does not intends to continue in this segment.

FINANCIAL PERFORMANCE

The financial performance of the Company for the past three financial years is depicted in the chart
below:
Chart depicted three year comparative financial position of the Company:
(Rupees in Crores)
Financial Year Turnover Profit Before Interest Tax & Depreciation {PBIDTA}
2012-13 163.87 8.12
2013-14 177.48 11.27
2014-15 221.26 18.67

A robust growth in operations of the Company are visible from the continuous increase in its turnover
from Rs. 163.87 Crore in year 2012-13 to Rs. 177.48 Crore in year 2013-14 and by further increase
to Rs. 221.26 Crore during the financial year 2014-15.

The profits before Interest, Tax and Depreciation of the Company have been suitably fitting the
growth equation of the Company, from Rs. 8.12 Crore in year 2012-13 to Rs. 11.27 Crore in year
2013-14 and Rs. 18.67 Crore during the financial year 2014-15.

The Company has not only been able to achieve a growth trend in terms of its top line and bottom
line but also a track record of dividend payout consecutively from past five years, the Company has
proposed final dividend declaration @ 5% for the financial year 2014-15.

During the year under review, your Company came up with a Bonus Issue of Shares aggregating to
Rs. 15,25,43,805/- in ratio of 3:2 i.e. 3 fully paid equity shares were allotted against every 2 equity
shares held by a shareholder, as a measure of capitalization of accumulated profits and free reserves
and increase in shareholders’ wealth.

Exports

Another factor giving an insight into the growth aspirations of the Company are its exports. The
Exports of the Company have remained promising, the three year export turnover is depicted from

50 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

the chart below, the Exports of the Company lying at Rs. 19.37 Crore in year 2012-13 and Rs. 29
Crore in year 2013-14 have risen to Rs. 76.20 Crore in the financial year 2014-15.

Your Company is presently exporting its products to countries such as Bangladesh, Pakistan, Sri
Lanka, China, UAE, Turkey, Spain, Singapore, Germany, Vietnam, Turkmenistan, Egypt, Tunicia,
Ukraine, Congo, Argentina, Iran, USA etc. and hopes to expand its business to other territories.

Exports of the Company during the three financial years:


(Rupees in Crores)
Financial Year Export Turnover
2012-13 19.37
2013-14 29.00
2014-15 76.20

The surge in exports of the Company is result of continuous efforts of your Company to make its
presence felt globally. We aim to expand further and perform better in current financial year.

OUTLOOK

For the year 2015-16, our focus will continue on sustainable growth by taking measures for increasing
our market share of existing products, launching new products and creating new business in untapped
growth market segments in Export market.

Though there is sluggish demand in certain sectors and also increased competition from global and
domestic players, we expect the trend shown in 2014-15 will continue in the year 2015-16. With the
global growth of chemicals focused more on Asia and by recognition of India as a potential big
market, it is expected that there will be further growth in chemical industry.

We are continuing with our efforts on improvement in efficiencies, margins and profitability while re-
looking at business strategies and models, wherever necessary and barring, unforeseen circumstances,
we expect to achieve better results for future years.

RISKS AND CONCERNS

The Company has a risk management policy, which from time to time, is reviewed by the Audit
Committee of as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the
threats and opportunities that will impact the objectives set for the Company as a whole. The Policy
is designed to provide the categorization of risk into threat and its cause, impact, treatment and

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VIKAS GLOBALONE LIMITED

control measures. As part of the Risk Management policy, the relevant parameters for all
manufacturing sites are analyzed to minimize risk associated with protection of environment, safety
of operations and health of people at work and monitored regularly with reference to statutory
regulations and guidelines defined by the Company. The Company fulfills its legal requirements
concerning emission, waste water and waste disposal. Improving work place safety continued to be
top priority at all manufacturing sites.

HUMAN RESOURCES

The HR policies and procedures of your Company are geared towards nurturing and development of
Human Capital. Your Company has transparent processes for rewarding performance and retaining
talent.

Skill Gap Analysis and other systems are also in place to identify the training interventions required.
Employee relations at all locations continued to remain cordial. Your Directors wish to acknowledge
the sincere and dedicated efforts of the employees of the company and would like to thank them for
the same.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure that all the assets are safe guarded
and protected against the loss from unauthorized used or disposition and that all transactions are
authorized, recorded and reported correctly.

The internal control is supplemented by an extensive internal audit, periodical review by the
management and documented policies, guidelines and procedures. The internal control is designed
to ensure that the financial and other records are reliable for preparing financial statements and
other data and for maintaining accountability of Assets.

CAUTIONARY STATEMENT

Statements made in the report, including those stated under the caption “Management Discussion
and Analysis” describing the company’s plans, projections and expectations may constitute “forward
looking statements” within the meaning of applicable laws and regulations. Actual results may differ
materially from those either expressed or implied.

52 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

SECRETARIAL AUDIT REPORT


(For the year ended 31-03-2015)
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,
The Board of Directors
Vikas GlobalOne Limited
Regd. Office: Vikas Apartments,
34/1, East Punjabi Bagh,
New Delhi - 110026.

Sir,

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by Vikas GlobalOne Limited (hereinafter called the Company).
Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the
corporate conducts/statutory compliances and expressing my opinion thereon. Based on our
verification of the books, papers, minute books, forms and returns filed and other records maintained
by the Company and also the information provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, we hereby report that in our opinion, the
Company has, during the audit period ended on 31-03-2015, complied with the statutory provisions
listed hereunder and also that the Company has proper Board-processes and compliance-mechanism
in place to the extent, in the manner and subject to the reporting made hereinafter:

1. I have examined the books, papers, minute books, forms and returns filed and other records
maintained by Vikas GlobalOne Limited (“The Company”) for the period ended on 31-03-
2015 according to the provisions of:
I. The Companies Act, 2013 (the Act) and the Rules made thereunder;
II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder;
III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to
the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial
Borrowings;
V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board
of India Act, 1992 (‘SEBI Act’) to the extent applicable to the Company:-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
1992;
c. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999;
d. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009;
However, as per regulation 95 of above Regulations, the Company did not complete
the issue of bonus as announced in its Board of Directors meeting held on 17.09.2014
within the stipulated time. The Company has informed that delay is minor for which
it has filed consent application with SEBI, which is pending adjudication as on date.
e. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 regarding the Companies Act and .dealing with client;
f. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009
(provisions thereof not applicable to the Company during the year under review); and

Annual Report 2014-15 53


VIKAS GLOBALONE LIMITED

g. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998
(provisions thereof not applicable to the Company during the year under review);
h. the Company has complied with the requirements under the Equity Listing Agreements
entered into with Bombay Stock Exchange Limited and National Stock Exchange of India
Limited; and
1. The Memorandum and Articles of Association.
I have also examined compliance with the applicable clauses of the following:
i) Secretarial Standards issued by The Institute of Company Secretaries of India. (provisions
thereof not applicable to the Company during the year under review).
ii) The Listing Agreements entered into by the Company with the Bombay Stock Exchange
Limited and National Stock Exchange of India Limited.
During the period under review the Company has complied with the provisions of the
Act, Rules, Regulations, Guidelines, Standards, Listing Agreements etc mentioned above.

2. I further report that the Company has, in my opinion, complied with the provisions of the
Companies Act, 1956 and the Rules made under that Act and the provisions of Companies
Act, 2013 as notified by Ministry of Corporate Affairs and the Memorandum and Articles
of Association of the Company, with regard to:

S.No. Description Observation


a) maintenance of various statutory registers and The Company has maintained
documents and making necessary entries therein; statutory registers as required
under the Act.
b) closure of the Register of Members Done.
c) documents and resolutions required to be filed with The company has duly filed forms,
forms, returns, the Registrar of Companies and the Central returns with the Registrar of
Government Companies, Delhi and wherever
there is delay the Company has
paid the additional fee.
d) service of documents by the Company on its Members, Duly made.
Auditors and the Registrar of Companies
e) notice of Board meetings and Committee meetings Duly made
of Directors
f) the meetings of Directors and Committees of Directors Duly made
including passing of resolutions by circulation
g) the 29th Annual General Meeting held on 29th Sep. 2014; Duly convened
h) minutes of proceedings of General Meetings and of Duly entered and signed
the Board and its Committee meetings;
i) approvals of the Members, the Board of Directors, Duly made
the Committees of Directors and the government
authorities, wherever required;
j) constitution of the Board of Directors / Committee(s) of Duly made
Directors, appointment, retirement and reappointment
of Directors including the Managing Director and
Whole-time Directors;
k) payment of remuneration to Directors including the Duly made
Managing Director and Whole-time Directors,
l) appointment and remuneration of Auditors and Duly made
Cost Auditors;

54 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

m) transfers and transmissions of the Company’s shares Duly made


and issue and dispatch of duplicate certificates
of shares;
n) declaration and payment of dividends; Duly declared and made payment.
o) transfer of certain amounts as required under the Act Duly made. As per information,
to the Investor Education and Protection Fund and there was no transfer required
uploading of details of unpaid and unclaimed dividends to be made during the year
on the websites of the Company and the Ministry of under review.
Corporate Affairs;
p) borrowings and registration, modification and Duly made
satisfaction of charges wherever applicable;
q) investment of the Company’s funds including Duly made
investments and loans to others;
r) form of balance sheet as prescribed under Part I, Duly made
form of statement of profit and loss as prescribed under
Part II and General Instructions for preparation of the
same as prescribed in Schedule VI to the Act;
s) Directors’ report; Duly made
t) contracts, common seal, registered office and Duly made
publication of name of the Company; and
u) Generally, all other applicable provisions of the Act Duly complied with
and the Rules made under the Act.

3. I further report that:

i) The Board of Directors of the Company is duly constituted with proper balance of Executive
Directors, Non-Executive Directors and Independent Directors. The changes in the composition
of the Board of Directors that took place during the period under review were carried out in
compliance with the provisions of the Act.
ii) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed
notes on agenda were sent at least seven days in advance, and a system exists for seeking
and obtaining further information and clarifications on the agenda items before the meeting
and for meaningful participation at the meeting.
iii) Majority decision is carried through while the dissenting members’ views are captured and
recorded as part of the minutes.
iv) The Company has obtained all necessary approvals under the various provisions of the Act;
and
v) There was no prosecution initiated and no fines or penalties were imposed during the year
under review under the Act, SEBI Act, SCRA, Depositories Act, Listing Agreement and Rules,
Regulations and Guidelines framed under these Acts against / on the Company, its Directors
and Officers.
vi) The Directors have complied with the disclosure requirements in respect of their eligibility of
appointment, their being independent and compliance with the Code of Business Conduct &
Ethics for Directors and Management Personnel;
4. The Company has complied with the provisions of the Securities Contracts (Regulation) Act,
1956 and the Rules made under that Act, with regard to maintenance of minimum public
shareholding.

5. I further report that the Company has complied with the provisions of the Depositories Act, 1996
and the Byelaws framed thereunder by the Depositories with regard to dematerialization /

Annual Report 2014-15 55


VIKAS GLOBALONE LIMITED

rematerialisation of securities and reconciliation of records of dematerialized securities with all


securities issued by the Company.

6. The Company has complied with the provisions of the FEMA, 1999 and the Rules and Regulations
made under that Act to the extent applicable.

7. I further report that:

a. the Company has complied with the requirements under the Equity Listing Agreements
entered into with The Bombay Stock Exchange Limited and National Stock Exchange of
India Limited
b. the Company has complied with the provisions of the Securities and Exchange Board of
India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 including the
provisions with regard to disclosures and maintenance of records required under the said
Regulations;
c. the Company has complied with the provisions of the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 1992 including the provisions with regard
to disclosures and maintenance of records required under the said Regulations;
d. the Company has complied with the provisions of the Securities and Exchange Board of
India (Employee Stock Option Scheme) Guidelines, 1999 with regard to implementation of
Employee Stock Option Scheme;

8. I further report that based on the information received and records maintained there are adequate
systems and processes in the Company commensurate with the size and operations of the
Company to monitor and ensure compliance with applicable laws, rules, regulations and
guidelines.
I further report that
a) There are adequate systems and processes in the company commensurate with the size and
operations of the Company to monitor and ensure compliance with applicable laws, rules,
regulations and guidelines.
b) Complied with the following laws specifically applicable to the Company:
i) Factories Act, 1948
ii) Pollution laws including Environment Protection Act and rules made thereunder.
iii) Labour laws
iv) The Sexual Harassment of Women at workplace (Prevention, Prohibtion and Redressal) Act,
2013. The Company has constituted an internal complaints Committee.

c) Legal cases

As per information received, M/s. ADM Agro Industries Pvt. Ltd. has filed a case for winding up
and summary suit for non payment of Rs. 41,15,664/- which is pending adjudication. On the
other side, the Company has also filed a civil case against M/s. ADM Agro Industries Pvt. Ltd. for
damages on non supply of soyabean oil of the desired quality. The subject payment is disputed
and the Company considers its case strong and expects favourable judgement. The matter does
not affect working of the Company. There is no other major case which may affect the working
of the Company in near future.

Place : Delhi for AAA And Associates


Date : 11.08.2015 Company Secretaries

A.K Popli
Partner
CP No.2544

56 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

CORPORATE GOVERNANCE REPORT


“ Creating an ethical culture means instilling and maintaining a commitment to doing the
right thing, this time and every time so much so that it becomes entwined in the essential
DNA of the firm”

Your Director present the Company’s Report on Corporate Governance in Compliance with Clause
49 of the Listing Agreement executed with the Stock Exchanges.

Corporate Governance is an ethically driven business process and practices to ensure that the affairs
of the Company are being managed in a way which ensures accountability, transparency, fairness in
all its transactions in the widest sense and meet its stakeholder’s aspirations and societal expectations.
The Company’s philosophy on Corporate Governance is to conduct business and its dealings with all
stakeholders in compliance with laws and high standard of business ethics for effective control and
management system in an organisation, which leads to enhancement of shareholders and other
stakeholder’s value. The Board considers itself as a Trustee of its shareholders and acknowledges its
responsibilities towards them for creating and safeguarding their wealth.

The Board and Management of the Company believes that Corporate Governance is the commitment
for compliance with all Laws, Rules and Regulations that apply to it with the spirit and intent of high
business ethics, honesty and integrity resulting in the effective control and management system in
the organisation leading toward the enhancement of shareholders and other stakeholder’s value. It
brings into focus the fiduciary and the trusteeship role of the Board to align and direct the actions of
the organisation towards creating wealth and shareholder’s value.

1. CORPORATE GOVERNANCE PHILOSOPHY

We believe that it is imperative for us to manage our business affairs in the most fair and transparent
manner with a firm commitment to our values. For us, corporate governance is an ethically driven
business process that is committed to values aimed at enhancing an organization’s brand and
reputation. Our corporate governance framework is a reflection of our culture, our policies, our
relationship with stakeholders and our commitment to values. Accordingly, we always seek to ensure
that our performance is driven by integrity. This is vital to gain and retain the trust of our stakeholders.
Our corporate governance framework ensures effective engagement with our stakeholders and helps
us evolve with changing times.

The Securities and Exchange Board of India (SEBI) amended the Listing Agreement effective October
1, 2014, to bring in additional corporate governance norms for listed entities. These norms provide
for stricter disclosures and protection of investor rights, including equitable treatment for minority
and foreign shareholders. The amended rules required companies to get shareholders’ approval for
related party transactions, establish whistleblower mechanisms, elaborate disclosures on pay packages
and have at least one woman director on their boards. The amended norms are aligned with the
provisions of the Companies Act, 2013, and are aimed to encourage companies to ‘adopt best practices
on corporate governance’.

Our corporate governance framework has helped us be aligned with the new guidelines of the
Companies Act, 2013. We believe that an active, well-informed and independent board is necessary
to ensure the highest standards of corporate governance. At VGL (‘the Company’), the Board of
Directors (‘the Board’) is at the core of our corporate governance practice. The Board thus oversees
the VGL’s Management’s (‘the Management’) functions and protects the long-term interests of our

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VIKAS GLOBALONE LIMITED

stakeholders. Our corporate governance framework ensures that we make timely disclosures and
share accurate information regarding our financials and performance, as well as the leadership and
governance of the Company.

Our corporate governance philosophy is based on the following principles:

• Corporate governance standards should satisfy both the spirit of the law and the letter of the law.
• Ensure transparency and maintain a high level of disclosure.
• Clearly distinguish between personal conveniences and corporate resources.
• Communicate externally, and truthfully, about how the Company is run internally.
• Comply with the laws of all countries in which we operate.
• Have a simple and transparent corporate structure driven solely by business needs.
• The Management is the trustee of the shareholders’ capital and not the owner.

We firmly believe that Board’s independence is essential to bring objectivity and transparency in the
management and in the dealings of the Company. As on March 31, 2015, the Board consists of 10
members out of which six members are independent directors. An independent director is nominated
as the chairperson of each of the audit, nomination and remuneration, stakeholders relationship,
risk and corporate social responsibility committees.

2. BOARD OF DIRECTORS

Board Composition and Category of Directors

The composition of Board of Directors of the Company is in conformity with Clause 49 of the Listing
Agreement with the Stock Exchanges, which stipulates that a Company shall have an optimum
combination of Executive and Non-Executive Directors. The composition of the Board and category
of the Directors are as follows:-
Category Name of Directors
Vikas Garg, Managing Director
Executive Directors Vivek Garg, Whole-time Director
Ashutosh Kumar Verma, Whole-time Director & CEO^
Deepika Bhardwaj, Whole-time Director*
Manoj Singhal
Pradip Kumar Banerji
Independent Directors Sumer Chand Tayal
Jagdish Capoor
Purushottam Dass Bhoot
Narender Kumar Garg#
# Ceased to be a Director w.e.f. 29th April 2015. 6 Meetings were held during his tenure
*Ceased to be a Director w.e.f. 14th May 2015, No meetings were held during her tenure
^Appointed as Director w.e.f. 06th August 2014, 4 meetings were held during his tenure
Shri. Vikas Garg and Shri. Vivek Garg are brothers. None of the other Directors are related to any
other director on the Board.
Selection of Independent Directors
Considering the requirement of skill sets on the Board, eminent people having an independent standing
in their respective field/profession, and who can effectively contribute to the Company’s business

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and policy decisions are considered by the Nomination and Remuneration Committee, for appointment,
as Independent Directors on the Board. The Committee, inter alia, considers qualification, positive
attributes, area of expertise and number of Directorships and Memberships held in various committees
of other companies by such persons in accordance with the Company’s Policy for Selection of Directors
and determining Directors’ independence. The Board considers the Committee’s recommendation,
and takes appropriate decision.

Every Independent Director, at the first meeting of the Board in which he participates as a Director
and thereafter at the first meeting of the Board in every financial year, gives a declaration that he
meets the criteria of independence as provided under law.
Familarisation Programmes for Independent Directors
The Board members are provided with necessary documents/brochures, reports and internal policies
to enable them to familiarise with the Company’s procedures and practices.
Periodic presentations are made at the Board and Board Committee Meetings, on business and
performance updates of the Company, global business environment, business strategy and risks
involved. Quarterly updates on relevant statutory changes and landmark judicial pronouncements
encompassing important laws are regularly circulated to the Directors. Site visits to various plant
locations are organized for the Directors to enable them to understand the operations of the Company.
The details of such Familarisation Programmes for Independent Directors are posted on Website of
the Company and can be accessed at Weblink: http://www.vikasglobal.com/gifs/
Familiarisation%20Programme%20for%20Independent%20Directors.pdf.
Meetings of Independent Directors
The Company’s Independent Directors meet at least once in every financial year without the presence
of Executive Directors or management personnel. Such meetings are conducted informally to enable
Independent Directors to discuss matters pertaining to the Company’s affairs and put forth their
views to the Chairman of the meeting. The Chairman takes appropriate steps to present Independent
Directors’ views to the Managing Director.
One meeting of Independent Directors were held during the year on 14th February, 2015
Code of Conduct
The details of such Familarisation Programmes for Independent Directors are posted on Website of
the Company and can be accessed at Weblink: http://www.vikasglobal.com/gifs/
Familiarisation%20Programme%20for%20Independent%20Directors.pdf.
The Company has in place a comprehensive Code of Conduct (the Code) applicable to all the employees
and Non-executive Directors including Independent Directors. The Code is applicable to Non-executive
Directors including Independent Directors to such extent as may be applicable to them depending
on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct
of business and compliance of law. The Code reflects the values of the Company viz- Customer
Value, Ownership Mind-set, Respect, Integrity.
A copy of the Code has been put on the Company’s website (www.vikasglobal.com). The Code has
been circulated to Directors and Management Personnel, and its compliance is affirmed by them
annually.
A declaration signed by the Company’s Managing Director is forming part of this report.

Directors’ Profile

A brief resume of Directors retiring/proposed to be appointed, nature of their expertise in specific


functional areas and names of companies in which they hold Directorships is forming part of the
Notice. The details of Directors’ Memberships/ Chairmanships of Board Committees and shareholding
in the Company are provided in this Report.

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VIKAS GLOBALONE LIMITED

3. ATTENDANCE OF DIRECTORS AT BOARD MEETINGS, LAST ANNUAL GENERAL MEETING


(AGM) AND NUMBER OF OTHER DIRECTORSHIPS AND CHAIRMANSHIPS / MEMBERSHIPS
OF COMMITTEES OF EACH DIRECTOR IN VARIOUS COMPANIES:
Name of Director Attendance at No. of other No. of Membership(s)/
meetings during directorship(s) Chairmanship(s) of
2014-15 as on Board Committees in
31.03.2015 other companies as
on 31.03.2015
Board AGM
Vikas Garg 6 YES 5 1
Vivek Garg 2 YES 7 NIL
Narender Kumar Garg# 6 YES 5 NIL
Pradip Kumar Banerji 4 NO 1 3
Manoj Singhal 2 NO 13 NIL
Sumer Chand Tayal 6 NO 1 NIL
Purushottam Dass Bhoot 5 NO 1 NIL
Deepika Bhardwaj* NIL NO NIL NIL
Ashutosh Kumar Verma^ 2 NO NIL NIL
Jagdish Capoor 3 NO 11 11 (including
7 as chairman)
# Ceased to be a Director w.e.f. 29th April 2015. 6 Meetings were held during his tenure
*Ceased to be a Director w.e.f. 14th May 2015, No meetings were held during her tenure
^Appointed as Director w.e.f. 6th August 2014, 4 meetings were held during his tenure

4. BOARD MEETINGS, BOARD COMMITTEE MEETINGS AND PROCEDURES

Institutionalized decision-making process

The Board of Directors is the apex body constituted by shareholders for overseeing the Company’s
overall functioning. The Board provides and evaluates the Company’s strategic direction, management
policies and their effectiveness, and ensures that shareholders’ long term interests are being served.

The Board has constituted following eight Committees:-

1. Executive Committee
2. Audit Committee
3. Nomination and Remuneration Committee
4. Corporate Social Responsibility Committee
5. Stakeholders’ Relationship Committee
6. Risk Management Committee
7. Compensation Committee
8. Equity Warrant Committee

The Board is authorised to constitute additional functional Committees, from time to time, depending
on business needs.

The Company’s internal guidelines for Board/Board Committee meetings facilitate the decision making
process at its meetings in an informed and efficient manner.

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Scheduling and Selection of agenda items for Board Meetings

Minimum four Board meetings are held annually. Additional Board meetings are convened by giving
appropriate notice to address the Company’s specific needs. In case of business exigencies or urgency
of matters, resolutions are passed by circulation.

The meetings are usually held at Company’s registered office at Vikas Apartments, 34/1 East Punjabi
Bagh, New Delhi-110026

The Board is given presentations covering Finance, Sales, Marketing, the Company’s major business
segments and their operations, overview of business operations of major subsidiary companies,
global business environment, the Company’s business areas, including business opportunities and
strategy and risk management practices before taking on record the Company’s quarterly/annual
financial results.
The items / matters required to be placed before the Board, inter alia, include:
• Annual Business Plan
• Quarterly results of our operating divisions or business segments
• Minutes of meetings of audit, nomination and remuneration, risk management, stakeholders
relationship and corporate social responsibility committees
• The Board minutes of the subsidiaries
• General notices of interest received from directors
• Dividend data
• Information on recruitment and remuneration of senior officers below the Board level, including
appointment or removal of the Chief Financial Officer and Company Secretary, if any
• Materially important litigations, show cause, demand, prosecution and penalty notices
• Any materially relevant defaults in financial obligations to and by us
• Any issue that involves possible public or product liability claims of a substantial nature
• Details of joint ventures, acquisitions of companies, or collaboration agreements
• Sale of a material nature, or of investments, subsidiaries and assets, which are not part of the
normal course of business
• Non-compliance with any regulatory, statutory or listing requirements, as well as shareholder
services, such as non-payment of dividend and delays in share transfer
Board Material Distributed in advance
The agenda and notes on agenda are circulated to Directors in advance, and in the defined agenda
format. All material information is incorporated in the agenda for facilitating meaningful and focused
discussions at the meeting. Where it is not practicable to attach any document to the agenda, it is
tabled before the meeting with specific reference to this effect in the agenda. In special and exceptional
circumstances, additional or supplementary item(s) on the agenda are permitted.
Recording minutes of proceedings at Board and Committee meetings
The Company Secretary records minutes of proceedings of each Board meeting. Draft minutes are
circulated to Board members for their comments. The minutes are entered in the Minutes Book
within 30 days from the conclusion of the meeting.
NUMBER OF BOARD MEETINGS HELD WITH DATES
Six Board meetings were held during the year, as against the minimum requirement of four meetings.

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The details of Board meetings are given below:-


Date Board Strength No. of Director present
24th May 2014 8 6
6th August 2014 8 5
17th September 2014 9 7
3rd November 2014 9 5
13th November 2014 9 7
14th February 2015 9 6

5. BOARD COMMITTEES

Details of Board Committees and other related information as to composition, terms of reference are
provided hereunder

a. AUDIT COMMITTEE

Composition & Details of Meetings

Name of Member Designation Meetings Meeting


Held Attended
Narender Kumar Garg Chairman 4 4
Sumer Chand Tayal Member 4 4
Purushottam Dass Bhoot Member 4 4

*Meeting wise details are forming part of the extract of Annual return attached to the Board Report.
The Committee’s composition meets with requirements of Section 177 of the Companies Act, 2013
and Clause 49 of the Listing Agreement. Members of the Audit Committee possess financial/
accounting expertise/ exposure.

Powers of Audit Committee


a) To investigate any activity within its terms of reference.
b) To seek information from any employee.
c) To obtain outside legal or other professional advice.
d) To secure attendance of outsiders with relevant expertise, if it considers necessary.

Role of Audit Committee

The role of the Audit Committee shall include the following:

1. Oversight of the company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the
company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor’s report thereon
before submission to the board for approval, with particular reference to:
a. Matters required to be included in the Director’s Responsibility Statement to be included in
the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013
b. Changes, if any, in accounting policies and practices and reasons for the same

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VIKAS GLOBALONE LIMITED

c. Major accounting entries involving estimates based on the exercise of judgment by


management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report
5. Reviewing, with the management, the quarterly financial statements before submission to the
board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an
issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document / prospectus / notice and the report
submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights
issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the auditor’s independence and performance, and effectiveness of audit
process;
8. Approval or any subsequent modification of transactions of the company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of
the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material
nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;
18. To review the functioning of the Whistle Blower mechanism;
19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading
the finance function or discharging that function) after assessing the qualifications, experience
and background, etc. of the candidate;
20. Monitoring the end use of funds raised through public offers and related matters.
21. Carrying out any other function incidental or ancillary thereto.
Explanation (i): The term “related party transactions” shall have the same meaning as provided in
Clause 49(VII) of the Listing Agreement.

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Review the following information:-


a. Management discussion and analysis of financial condition and results of operations;
b. Statement of significant related party transactions (as defined by the Audit Committee), submitted
by management;
c. Management letters / letters of internal control weaknesses issued by the statutory auditors;
d. Internal audit reports relating to internal control weaknesses; and
e. The appointment, removal and terms of remuneration of the Chief internal auditor shall be
subject to review by the Audit Committee.

b. NOMINATION AND REMUNERATION COMMITTEE

Composition & Details of Meetings


Name of Members Designation Meetings Meeting
Held Attended
Sumer Chand Tayal Chairman 3 3
Narender Kumar Garg Member 3 3
Purushottam Dass Bhoot Member 3 3
*Meeting wise details are forming part of the extract of Annual return attached to the Board Report.

The Committee’s constitution and terms of reference are in compliance with provisions of the
Companies Act, 2013, Clause 49 of the Listing Agreement.

Role of Nomination & Remuneration Committee

The role of the committee shall, inter-alia, include the following:

1. Formulation of the criteria for determining qualifications, positive attributes and independence
of a director and recommend to the Board a policy, relating to the remuneration of the directors,
key managerial personnel and other employees considering:

a. the level and composition of remuneration is reasonable and sufficient to attract, retain and
motivate directors of the quality required to run the company successfully;
b. relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and
c. Remuneration to directors, key managerial personnel and senior management involves a
balance between fixed and incentive pay reflecting short and long-term performance objectives
appropriate to the working of the company and its goals.

2. Formulation of criteria for evaluation of Independent Directors and the Board;

3. Devising a policy on Board diversity;

4. Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the Board their
appointment and removal.

The details relating to remuneration of Directors, as required under Clause 49 of the Listing Agreement,
have been given under a separate section, viz. ‘Directors’ Remuneration’ in this report.

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c. STAKEHOLDER RELATIONSHIP COMMITTEE

Composition & Details of Meetings


Name of Member Designation Meetings Meeting
Held Attended
Sumer Chand Tayal Chairman 1 1
Narender Kumar Garg Member 1 1
Purushottam Dass Bhoot Member 1 1
*Meeting wise details are forming part of the extract of Annual return attached to the Board Report.

The SR Committee is primarily responsible to review all matters connected with the Company’s
transfer of securities and redressal of shareholders’ / investors’ / security holders’ complaints. The
Committee also monitors the implementation and compliance with the Company’s Code of Conduct
for prohibition of Insider Trading. The SR Committee’s composition and the terms of reference meet
with the requirements of Clause 49 of the Listing Agreement and provisions of the Companies Act, 2013.

ROLE OF THE COMMITTEE

The role of the Committee shall be as under:

1. To approve/refuse/reject registration of transfer/transmission of Shares in a timely manner;


2. To authorize printing of Share Certificates post authorization from the Board of Directors of the
Company;
3. To issue the Share Certificates under the seal of the Company, which shall be affixed in the
presence of, and signed by:
(i) any two Directors (including Managing or Whole-time Director, if any), and
(ii) Company Secretary / Authorised Signatory;
4. To authorise affixation of the Common Seal of the Company on Share Certificates of the Company;
5. To authorise to sign and endorse the Share Transfers on behalf of the Company;
6. To authorise Managers/Officers/Signatories for signing Share Certificates.
7. To authorize issue of Duplicate Share Certificates and Share Certificates after Split / Consolidation
/ Rematerialization and in Replacement of those which are defaced, mutilated, torn or old, decrepit,
worn out or where the pages on reverse for recording transfers have been utilized ;
8. To monitor redressal of stakeholders complaints/grievances including relating to non-receipt of
allotment / refund, transfer of shares, non-receipt of balance sheet, non-receipt of declared
dividends etc.
9. To authorize to maintain, preserve and keep in its safe custody all books and documents relating
to the issue of share certificates, including the blank forms of share certificates.
10. To oversee the performance of the Register and Transfer Agents and to recommend measures for
overall improvement in the quality of investor services.

To perform all functions relating to the interests of security holders of the Company and as assigned
by the Board, as may be required by the provisions of the Companies Act, 2013 and Rules made
there under, Listing Agreements with the Stock Exchanges and guidelines issued by the SEBI or any
other regulatory authority. During the year Seven Complaints were received out of which all seven
complaints were disposed off to the satisfaction of the Shareholders. As on 31st March, 2015 no
complaints remained unattended/pending more than thirty days. The company has no share
transfers/transmission pending as on 31st March, 2015.

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Prohibition of Insider Trading

With a view to regulate trading in securities by the directors and designated employees, the Company
has adopted a Code of Conduct for Prohibition of Insider Trading.

d. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Composition & Details of Meetings


Name of Member Designation Meetings Meeting
Held Attended
Narender Kumar Garg Chairman 1 1
Sumer Chand Tayal Member 1 1
Vikas Garg Member 1 1
*Meeting wise details are forming part of the extract of Annual return attached to the Board Report.

The Committee’s prime responsibility is to assist the Board in discharging its social responsibilities
by way of formulating and monitoring implementation of the framework of ‘corporate social
responsibility policy’, observe practices of Corporate Governance at all levels, and to suggest remedial
measures wherever necessary. The Board has also empowered the Committee to look into matters
related to sustainability and overall governance.

The Committee’s constitution and terms of reference meet with the requirements of the Companies
Act, 2013.

The responsibilities of the CSR Committee include:

i. Formulating and recommending to the Board of Directors the CSR Policy and indicating activities
to be undertaken.
ii. Reviewing “social, political, economic and environmental trends that may have a significant
impact on the Company’s business activities and performance.”
iii. Reviewing and evaluating “management’s goals, initiatives and practices for Social Responsibility”
and “recommending goals, initiatives and practices for Social Responsibility to the Board of
Directors.
iv. Recommending the amount of expenditure for the CSR activities, and
v. Monitoring CSR activities from time to time.

e. RISK MANAGEMENT COMMITTEE

Composition & Details of Meetings


Name of Member Designation Meetings Meeting
Held Attended
Manoj Singhal Chairman 1 1
Narender Kumar Garg Member 1 1
Vikas Garg Member 1 1

Primary Objectives
The primary responsibilities are to:
• Discuss with senior management, the Company’s Enterprise Risk Management (ERM) and provide
oversight as may be needed;

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• Ensure it is apprised of the most significant risks along with the action management is taking
and how it is ensuring effective ERM;
• Reviewing risk disclosure statements in any public documents or disclosures.

Specific Responsibilities

1. Review and recommend changes to the Risk Management Policy and / or associated frameworks,
processes and practices of the Company.
2. Be aware and concur with the Company’s Risk Appetite including risk levels, if any, set for
financial and operational risks.
3. Ensure that the Company is taking appropriate measures to achieve prudent balance between
risk and reward in both ongoing and new business activities.
4. Review the Company’s portfolio view of risks and considering it against the Company’s Risk
Appetite.
5. Being apprised of significant risk exposures of the Company and whether Management is
responding appropriately to them.
6. Coordinate its activities with the Audit Committee in instances where there is any overlap with
audit activities. For example, internal or external audit issue relating to risk management policy
or practice.
7. The Risk Management Committee shall have access to any internal information necessary to
fulfill its oversight role. The risk management committee shall also have authority to obtain
advice and assistance from internal or external legal, accounting or other advisors.
8. Perform other activities related to this Charter as requested by the Board of Directors or to
address issues related to any significant subject within its term of reference.

Meeting wise details are forming part of the extract of Annual return attached to the Board Report.

f. EXECUTIVE COMMITTEE

Composition

Name of Member Designation Meetings Meeting


Held Attended
Vikas Garg Chairman 13 13
Vivek Garg Member 13 12
Ashutosh Kumar Verma Member 13 13
*Meeting wise details are forming part of the extract of Annual return attached to the Board Report.

ROLE OF EXECUTIVE COMMITTEE

The Executive Committee is responsible for the management of the Business and functions as a
coordination committee independent of any legal entity of the Group.

In particular, and without limitation, the Executive Committee shall have the following duties:

1. Prepare corporate policies, strategies and strategic plans for the attention of and approval by the
Board or its committees.
2. Implement the strategies and policies agreed upon by the Board.
3. Regularly assess the achievement of the targets for the Business.

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VIKAS GLOBALONE LIMITED

4. Submit the following to the Board or to one of its committees for approval or advice in accordance
with such regulations and standards as are promulgated by the Board from time to time:
a) Appointments to and removals of associates with material impact on the Business except
Key Managerial personnel.
b) Significant agreements with third parties and engagement in new business activities.
c) The revenue, financial, and investment budgets of the Business and its divisions, business
units and supporting functions, including any addenda thereto.
5. Implement the matters approved by the Board.
6. Prepare and submit quarterly and annual reports for the attention of and approval by the Board
or its committees, and to keep the Board informed of all matters of fundamental significance to
the Business.
7. Implement modifications to the organization of the Business to ensure efficient operation of the
Business and achievement of optimized consolidated results.
8. Promote an active internal and external communications policy.
9. Ensure that management capacity, financial and other resources are provided and used efficiently.
10. Promulgate guidelines, including guidelines for planning, controlling, reporting, finance, personnel,
information and other technologies.
11. Deal with such other matters as are delegated by the Board to the Executive Committee from
time to time which shall be deemed to have been delegated except the following powers which
shall be exercised by the Board of Directors only:-
(a) to make calls on shareholders in respect of money unpaid on their shares;
(b) to authorise buy-back of securities;
(c) to issue securities, including debentures, whether in or outside India
(d) to approve financial statement and the Board’s report;
(e) to diversify the business of the company;
(f) to approve amalgamation, merger or reconstruction;
(g) to take over a company or acquire a controlling or substantial stake in another company;
(h) to make political contributions;
(i) to appoint or remove key managerial personnel (KMP)
(j) to appoint internal auditors and secretarial auditor;

g. COMPENSATION COMMITTEE

Composition & Details of Meetings


Name of Member Designation Meetings Meeting
Held Attended
Narender Kumar Garg Chairman NIL NIL
Sumer Chand Tayal Member NIL NIL
Vikas Garg Member NIL NIL
*Meeting wise details are forming part of the extract of Annual return attached to the Board Report.
The scope of the activities of the Committee includes the following:
1. To ensure administration of ESOP’s granted to various employees of the Company.
2. Annual performance evaluation of the various employees of the Company.

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h. EQUITY WARRANT COMMITTEE

Composition & Details of Meetings


Name of Member Designation Meetings Meeting
Held Attended
Narender Kumar Garg Chairman NIL NIL
Sumer Chand Tayal Member NIL NIL
Vivek Garg Member NIL NIL
*Meeting wise details are forming part of the extract of Annual return attached to the Board Report.

The Equity Warrant Committee is authorized to convert the convertible warrants, issue and allot
resultant equity shares, subject to such conditions or modifications that may be imposed, required
or suggested by the Securities & Exchange Board of India (the SEBI), Stock Exchange(s) or other
authorities and to settle all questions or difficulties that may arise with regard to the aforesaid in
such manner as it may determine in its absolute discretion and to take such steps and to do all such
acts, deeds, matters and things as may be required, necessary, proper or expedient.

6. DIRECTORS’ REMUNERATION

Remuneration policy

The Company’s Remuneration Policy for Directors, Key Managerial Personnel and other employees is
annexed with Directors’ Report. Further, the Company has devised a Policy for performance evaluation
of Independent Directors
The Company’s remuneration policy is directed towards rewarding performance based on review of
achievements periodically. The remuneration policy is in consonance with the existing industry
practice.
The Managing Director’s monthly compensation has been set at Rs. 30,000/- as against Rs. 50,000/
- as approved, reflecting his desire to continue to set a guiding example for moderation in managerial
compensation levels.
Performance criteria for Three Executive Directors, entitled for Performance Linked Incentive (PLI),
are determined by the Nomination and Remuneration Committee.
The tenure of office of the Managing Director and Whole-time Directors is for five years from their
respective dates of appointments. There is no separate provision for payment of severance fees.Sitting
fee is paid to Non-Executive Directors @ Rs. 20,000/- per Board meeting, Details of sitting fees paid
during the year are as under:-

1. Mr. Jagdish Capoor- Rs. 60,000/-


2. Mr. Pradip Kumar Banerji- Rs. 80,000/-

7. SUBSIDIARY COMPANIES MONITORING FRAMEWORK

The Company does not have any subsidiary as on 31st March, 2015

8. GENERAL BODY MEETINGS


Annual General Meeting
The date and time of preceeding 3 years Annual General Meetings and last year’s Extra- Ordinary
General Meetings are as follows:-

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Financial year Date Time Venue Special Resolution Passed


Thursday, 27 th
September, 11:30 A.M. Haryana Maitri Bhawan, NONE
2012 Pitampura, New Delhi
Friday, 27th September, 2013 11:30 A.M. Haryana Maitri Bhawan, NONE
Pitampura, New Delhi
Monday, 29th September, 11:30 A.M. Haryana Maitri Bhawan, NONE
2014 Pitampura, New Delhi
Saturday,1st November, 2014 11.30 A.M Haryana Maitri Bhawan, 1. Alteration of MOA & AOA
Pitampura, New Delhi as per New Companies
Act, 2013
2. Increase in Authorised
Share Capital.
3. Issue of Bonus Shares
No Postal Ballot was conducted during the year under review.

9. DISCLOSURES
Disclosures on materially significant related party transactions, i.e. the Company’s transactions
that are of material nature, with its Promoters, Directors and the management, their relatives
or subsidiaries, among others that may have potential conflict with the Company’s interests at large
During the period under review, the Company had not entered into any material transaction with
any of its related parties.
None of the transactions with any of related parties were in conflict with the Company’s interest.
Attention of members is drawn to the disclosure of transactions with related parties set out in Director’s
Report of the Company.
i. Adoption of mandatory and non-mandatory requirements of clause 49
The Company has complied with all mandatory requirements of Clause 49 of the Listing Agreement.
The Company has not following non-mandatory requirements of Clause 49 of the Listing
Agreement.
ii. Details of non-compliance by the Company, penalties, strictures imposed on the Company
by Stock Exchange or SEBI, or any statutory authority, on any matter related to capital
markets, during the period under review.
During the period under review, SEBI had issued a Notice in connection with the delay in issue
of Bonus for which the company has filed consent application with SEBI which is pending
adjudication as on date.
iii. Whistle Blower Policy
The Company promotes ethical behaviour in all its business activities and has put in place a
mechanism for reporting illegal or unethical behaviour. The Company has a Vigil mechanism
and Whistle blower policy under which the employees are free to report violations of applicable
laws and regulations and the Code of Conduct. The reportable matters may be disclosed to the
Ethics and Compliance Task Force which operates under the supervision of the Audit Committee.
Employees may also report to the Chairman of the Audit Committee. During the year under
review, no employee was denied access to the Audit Committee.

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10. MEANS OF COMMUNICATION

Quarterly Results: The Company’s quarterly results are published in ‘Financial Express’/‘Millennium
Post’ and ‘Hari Bhoomi’, and are displayed on its website (www.vikasglobal.com).

Website: The Company’s website (www.vikasglobal.com) contains a separate dedicated section


‘Investors Zone’ where shareholders’ information is available. The Company’s Annual Report is also
available in a user-friendly and downloadable form.

Annual Report: The Annual Report containing, inter alia, Audited Financial Statement, Consolidated
Financial Statements, Directors’ Report, Auditors’ Report and other important information is circulated
to members and others entitled thereto. The Management’s Discussion and Analysis (MD&A) Report
forms part of the Annual Report and is displayed on the Company’s website (www.vikasglobal.com).

NSE Electronic Application Processing System (NEAPS): The NEAPS is a web-based application
designed by NSE for corporates. All periodical compliance filings like shareholding pattern, corporate
governance report, media releases, among others are filed electronically on NEAPS.

BSE Corporate Compliance & Listing Centre (the ’Listing Centre‘): BSE’s Listing Centre is a
web- based application designed for corporates. All periodical compliance filings like shareholding
pattern, corporate governance report, media releases, among others are also filed electronically on
the Listing Centre.

SEBI Complaints Redress System (SCORES): The investor complaints are processed in a centralised
web-based complaints redress system. The salient features of this system are Centralised database
of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online
viewing by investors of actions taken on the complaint and its current status.

Designated Exclusive email-id: The Company has designated an email-id exclusively for investor
servicing is investors@vikasglobal.in.

11. GENERAL SHAREHOLDER INFORMATION

Company Registration Details

The Company is registered in the State of Delhi, India. The Corporate Identification Number (CIN)
allotted to the Company by the Ministry of Corporate Affairs (MCA) is L65999DL1984PLC019465.

Annual General Meeting


(Day, Date, Time and Venue)
Wednesday, September 30, 2015 at 11.30 a.m at Haryana Maitri Bhawan, Pitampura,
New Delhi- 110027

Financial Year and Calender (Tentative)


April 1 to March 31
Results for the Quarter Ending
June 30, 2015- By 14th August, 2015
September 30, 2015- By 14th November, 2015
December 31, 2015- By 14th February, 2016
March 31, 2015- By 30th May, 2016

Annual Report 2014-15 71


VIKAS GLOBALONE LIMITED

Annual General Meeting- upto 30th September, 2016


Date of Book Closure

24th September, 2015 to 30th September, 2015 (Both days inclusive)

Dividend Payment Date

From 6th October, 2015 to 4th November, 2015

Listing on Stock Exchanges

BSE Limited
Phiroze JeejeeBhoy Towers, Dalal Street, Mumbai-400007
Scrip Code- 530961

National Stock Exchange of India Limited (NSE)


‘‘Exchange Plaza”, Bandra-Kurla Complex, Bandra (E), Mumbai 400 051
Trading Symbol - VIKASGLOB
ISIN: INE0806A01020

Delhi Stock Exchange Limited – Derecognised by SEBI vide circular dated 19th Nov. 2014

Payment of Listing Fees

Annual listing fee for the year 2015-16 has been paid by the Company to BSE and NSE.

Stock Market Price Data

Price details monthly High-Low as compared with broad based BSE Index.
Month Open High Low Close No. of No. of Total Deliverable Deli Qty. Spread
Shares Trades Turnover Quantity To Trade
Qty. H-L C-O

Apr 14 27.75 28.30 25.00 25.05 17,67,913 875 4,78,89,639 18,07,913 102.26 3.30 -2.70

May 14 25.50 28.00 24.05 25.00 8,94,520 1,303 2,31,99,951 8,94,520 100.00 3.95 -0.50

Jun 14 25.05 30.65 23.60 27.60 4,85,176 1,694 1,24,59,514 4,07,785 84.05 7.05 2.55

Jul 14 27.10 34.00 25.35 30.85 21,62,334 7,320 6,66,67,463 6,69,050 30.94 8.65 3.75

Aug 14 30.95 40.60 30.10 31.40 52,95,518 32,868 18,47,23,070 12,69,085 23.97 10.50 0.45

Sep 14 32.60 37.90 16.05 21.25 50,62,505 33,628 15,31,71,275 13,00,288 25.68 21.85 -11.35

Oct 14 21.45 22.05 14.10 15.85 40,13,147 10,794 6,70,97,588 25,77,284 64.22 7.95 -5.60

Nov 14 15.10 17.40 6.20 6.55 31,44,475 16,252 3,45,48,050 20,38,142 64.82 11.20 -8.55

Dec 14 6.94 9.40 5.90 7.26 46,45,791 17,661 3,41,10,830 28,95,136 62.32 3.50 0.32

Jan 15 7.25 8.95 6.75 7.46 28,43,998 8,382 2,19,05,043 19,46,911 68.46 2.20 0.21

Feb 15 7.48 7.80 6.08 6.90 6,94,753 4,305 48,66,804 5,08,108 73.14 1.72 -0.58

Mar 15 6.88 7.30 5.70 6.20 15,67,467 2,762 98,94,310 13,64,324 87.04 1.60 -0.68

72 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

Performance in comparison to broad based indices

NSE Spread
Month Open High Price Low Price Close Volume H-L C-O
April 2014 26.85 28.00 24.30 26.45 2258794 3.70 0.40
May 2014 27.00 27.90 23.60 24.85 2132153 4.30 2.15
June 2014 25.00 30.30 23.75 28.00 1078433 6.55 -3.00
July 2014 29.40 34.35 26.00 30.55 3783321 8.35 -1.15
August 2014 30.50 40.70 29.80 31.55 10013642 10.90 -1.05
September 2014 31.35 37.80 16.40 21.30 13617558 21.40 10.05
October 2014 21.30 22.10 14.05 15.80 7700862 8.05 5.50
November 2014 15.05 17.30 6.05 6.50 12135346 11.25 8.55
December 2014 6.70 9.30 6.30 7.30 14497726 3.00 -0.60
January 2015 7.30 9.00 6.55 7.45 8674046 2.45 -0.15
February 2015 7.70 7.80 5.95 6.90 2804997 1.85 0.80
March 2015 7.00 7.00 5.75 6.25 10905065 1.25 0.75

Annual Report 2014-15 73


VIKAS GLOBALONE LIMITED

SHARE TRANSFER SYSTEM

Share transfers are processed and share certificates duly endorsed are delivered within a period of
fifteen days from the date of receipt, subject to documents being valid and complete in all respects.
The Board has delegated the authority for approving transfer, transmission, etc. of the Company’s
securities to the Managing Director and/or Company Secretary. A summary of transfer/transmission
of securities of the Company so approved by the Managing Director/Company Secretary is placed at
every Board meeting / Stakeholders’ Relationship Committee. The Company obtains from a Company
Secretary in Practice half-yearly certificate of compliance with the share transfer formalities as required
under Clause 47(c) of the Listing Agreement and files a copy of the said certificate with Stock
Exchanges.

DISTRIBUTION OF SHAREHOLDING AS ON 31ST MARCH 2015

Category oF Number of Total Percentage Category Holders Shares % of Total


Share shareholders Number of Shares
Shares
Shareholding of 15 107108380 42.13 Upto 5000 2781 2912929 1.146
Promoter and
Promoter Group
Body Corporates 262 85138406 33.49 5001 – 10000 153 1188751 0.468
FII 1 30000 0.01 10001- 20000 227 3020265 1.188
Shareholders 93 50014142 4.63 20001-30000 60 1486861 0.585
holding share
capital in excess
of Rs. 1 Lakh
Others 3109 151962889 19.74 30001-40000 19 647373 0.255
40001-50000 24 1156511 0.455
50001-100000 52 3955222 1.556
Above 100000 164 239871763 94.349
TOTAL 3480 254239675 100 TOTAL 3480 254239675 100

CATEGORYWISE SHAREHOLDING POSITION AS ON 31 MARCH, 2015

74 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

CORPORATE BENEFITS TO INVESTOR

DIVIDEND DECLARED FOR LAST FIVE YEARS


FINANCIAL YEAR DIVIDEND PER SHARE FACE VALUE PER SHARE
2009-10 0.50 10
2010-11 1.00 10
2011-12 0.50 10
2012-13 0.50 10
2013-14 0.05 1

Note:- Dividend of Rs. 0.05/- per share, recommended by Directors is subject to declaration by
shareholders at the ensuing Annual General Meeting.
The Company had issued Bonus shares to the existing Shareholders in the ratio 3:2 (three bonus
equity share of Rs. 1/- each for every two paid up equity share held)
DEMATERIALISATION OF SHARES
MODE OF HOLDING %AGE
NSDL 82.84
CDSL 15.55
Physical 1.61
TOTAL 100
COMPLIANCE CERTIFICATE OF THE AUDITORS
A Certificate confirming compliance with conditions of Corporate Governance as stipulated under
Clause 49 of the Listing Agreement is attached to this Report.
Address for Correspondence
Vikas GlobalOne Limited
Vikas Apartments 34/1, East Punjabi Bagh, New Delhi-110026
PH:- +91-11-43144444
E-MAIL: investors@vikasglobal.in

Registrars and Share Transfer Agents


Alankit Assignments Limited
4E/2, Alankit House, Jhandewalan Extension, New Delhi-110055
Tel. No. 011-42541234, 23541234
Email; info@alankit.com, rta@alankit.com
Website: www.alankit.com

Plant Location
1: IGC, PHASE-I, SIDCO SAMBA JAMMU & KASHMIR PIN-184121
2: G-24-30, VIGYAN NAGAR, SHAHJHAN PUR, ALWAR, RAJSTHAN PIN-301706
3: PLOT NO. 38 (GF) POCKET K SEC. 5, DSIIDC BAWANA INDUSTRIAL AREA COMPLEX DELHI
PIN-110039
4: PLOT NO. A-6 (D) ELDICO SIDCUL INDUSTRIAL PARK UDHAM SINGH NAGAR DISST. UDHAM
SINGH NAGAR UTTRAKHAND PIN-111111

Annual Report 2014-15 75


VIKAS GLOBALONE LIMITED

DECLARATION BY THE MANAGING DIRECTOR UNDER CLAUSE 49 OF THE LISTING AGREEMENT


REGARDING ADHERENCE TO THE CODE OF CONDUCT.

In accordance with Clause 49 sub-clause 1(D) of the Listing Agreement with the Stock Exchanges, I
hereby confirm that, all the Directors and the senior management personnel of the Company have
affirmed Compliance to their respective codes of conduct, as applicable to them for the Financial Year
ended 31st March, 2015.

For Vikas GlobalOne Limited

Sd/-
Place: New Delhi (Vikas Garg)
Date: 12.08.2015 Managing Director
DIN 00255413
10/4, East Punjabi Bagh,
New Delhi-110026.

Auditors’ Report on Corporate Governance

To the Members,
VIKAS GLOBALONE LIMITED

We have examined the compliance of conditions of Corporate Governance by Vikas GlobalOne Limited,
for the year ended on 31st March, 2015, as stipulated in Clause 49 of the Listing Agreement of the
said Company with stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our
examination has been limited to a review of the procedures and implementations thereof adopted by
the Company for ensuring compliance with the conditions of the Corporate Governance as stipulated
in the said Clause. 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, and
based on the representations made by the Directors and the Management, we certify that the Company
has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above-
mentioned Listing Agreement.

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

For AAA & ASSOCIATES


Company Secretaries
Place of Signature: Delhi
Date: 12.08.2015 Sd/-
(A.K.Popli)
Partner
C.P. No. 2544

76 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

INDEPENDENT AUDITORS’ REPORT

To
The Members of
Vikas GlobalOne Limited
New Delhi
Report on the Standalone Financial Statements
We have audited the accompanying Standalone financial statements of M/s Vikas GlobalOne Limited
(“the Company”), which comprise the Balance Sheet as at March 31, 2015, and the Statement of
Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these Standalone
Financial Statements that give a true and fair view of the financial position, financial performance
and cash flows of the Company in accordance with the accounting principles generally accepted in
India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7
of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and application
of appropriate accounting policies; making judgments and estimates that are reasonable and prudent;
and design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the provisions of the Act and the
Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section
143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the
disclosures in the financial statements. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor considers internal financial
control relevant to the Company’s preparation of the financial statements that give a true and fair
view in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on whether the Company has in place an adequate internal financial
controls system over financial reporting and the operating effectiveness of such controls. An audit
also includes evaluating the appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company’s Directors, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion on the financial statements.

Annual Report 2014-15 77


VIKAS GLOBALONE LIMITED

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid standalone financial statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the accounting principles generally accepted
in India, of the state of affairs of the Company as at 31 March 2015 and its profit and its cash
flows for the year ended on that date.

Emphasis of Matters
We draw attention to the following matters in the notes to the financial statements:-
a. Note No. 33, relating to pending registration of lease deed for leasehold land Situated at GIDC,
Dahej, Gujarat
Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2015, we
give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable.
2. As required by section 143(3) of the Act, we report that:-
a. We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.
b. in our opinion proper books of account as required by law have been kept by the Company
so far as it appears from our examination of those books;
c. the balance sheet, the statement of profit and loss and the cash flow statement dealt with by
this Report are in agreement with the books of account;
d. in our opinion, the aforesaid financial statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,
2014;
e. on the basis of the written representations received from the directors as on 31st March 2015
taken on record by the Board of Directors, none of the directors is disqualified as on 31st
March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and
f. in our opinion and to the best of our information and according to the explanations given to
us, we report as under with respect to the other matters to be included in the Auditor’s
Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:-
i. The Company has disclosed the impact of pending litigations on its financial position in
its financial statements – Refer to Note No. 32 to the financial statements.
ii. The Company did not have any long-term contracts including derivative contracts; as
such the question of commenting on any material foreseeable losses thereon does not arise and
iii. There has not been an occasion in case of the Company during the year under report to
transfer any sums to the Investor Education and Protection Fund. The question of delay
in transferring such sums does not arise
For R S P H & Associates
Chartered Accountants
FRN : 003013N

(CA. Tarun Kumar Batra)


Partner
Membership No:094318
Place: New Delhi
Date: 30/05/2015

78 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

Annexure to the Independent Auditors’ Report


The annexure referred to in Para 1 of “Report on Other Legal and Regulatory Requirements” of
the Independent auditors’ report of even date to the members of Vikas GlobalOne Limited (the
Company) on the accounts of the company for the year ended 31st March, 2015. We report that:

(i) a) The Company has maintained proper records showing full particulars, including quantitative
details and situation of fixed assets.
b) As explained to us, fixed assets, according to the practice of the Company, are physically
verified by the management at reasonable intervals, in a phased verification programme,
which in our opinion , is reasonable, looking to the size of the company and the nature of its
business.
(ii) a) The inventory has been physically verified during the year by the management. In our opinion,
the frequency of verification is reasonable.
b) The procedures of physical verification of inventories followed by the management are
reasonable and adequate in relation to the size of the Company and the nature of its business.
c) On the basis of our examination of the records of inventory, we are of the opinion that the
Company is maintaining proper records of inventory. The discrepancies noticed on verification
between the physical stocks and the book records were not material.
(iii) In our opinion and on the basis of information and explanation given to us , the Company has
neither granted nor accepted unsecured loans to/from Companies covered in the register
maintained under Section 189 of the Companies Act, 2013,
Thus, clause (iii) (a), (iii) (b) of paragraph 4 of the Order are not applicable to the Company.
(iv) In our opinion and according to the information and explanations given to us, there are adequate
internal control systems commensurate with the size of the Company and the nature of its
business with regard to purchases of inventories and fixed assets and sale of publications and
other allied services. Further, on the basis of our examination of the books and records of the
Company, and according to the information and explanations given to us we have neither come
across nor have been informed of any continuing failure to correct major weakness in the aforesaid
internal control procedures.
(v) In our opinion and according to the information and explanations given to us, the Company has
not accepted any deposits from the public covered under section 73 to 76 of the Companies
Act’2013, and the rules framed there under.
(vi) We have broadly reviewed the books of accounts maintained by the company pursuant to the
Rules made by the Central Government for the maintenance of cost records under section 148(1)
of the Act and are of the opinion that prima facie, the prescribed accounts and records have been
made and maintained. We have not, however, made a detailed examination of the records with a
view to determining whether they are accurate or complete.
(vii) (a) According to the information and explanations given to us and on the basis of our examination
of the records of the Company, the Company has generally not been regularly depositing
with the appropriate authorities undisputed statutory dues including provident fund, income
tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other
material statutory dues applicable to it but delay in deposit has been observed in some cases
and Wealth Tax liability has not been determined and paid and Return of the Same has not
been filed.

Annual Report 2014-15 79


VIKAS GLOBALONE LIMITED

(b) According to the information and explanations given to us, no undisputed amounts payable
in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs,
value added tax, cess and other material statutory dues were in arrears as at 31st March
2015 for a period of more than six months from the date they became payable except as
stated hereunder:-
Nature of Statute Nature of Dues Amount Forum where dispute is
pending
Income Tax Act Income Tax Demand Rs. 31,44,000/- ITAT
Custom Act Custom Duty Demand Rs.5,33,266/- Custom Authorities
VAT Vat Demand Rs. 88,000/- VAT Authorities
VAT Vat Demand Rs. 90,67,107/- Special Commissioner Deptt.
Of Trade & Taxes
(c) According to the information and explanations given to us, there has not been an occasion
in case of the Company during the year under report to transfer any sums to the Investor
Education and Protection Fund. The question of reporting delay in transferring such sums
does not arise.
(viii) The Company does not have any accumulated losses at the end of the financial year and the
company has not incurred cash losses during the financial year covered by audit and there was
no cash loss in immediately preceding financial year.
(ix) In our opinion and as per information and explanations given to us, we are of the opinion that
the Company has not defaulted in repayment of dues to banks.
(x) In our opinion and as per information and explanations given to us, the Company has given
guarantee of Rs. 1600 Lacs for loans taken by others ( i.e. Moonlite Technochem Private Limited
) from banks or financial institutions, the terms and conditions whereof are prejudicial to the
interest of the Company. The Company Moonlite Technochem Private Limited was subsidiary of
this company till 10.08.2014. Though the Company Moonlite Technochem Private Limited has
written to the bank for release of Corporate guarantee of the company to the bank but till date
the corporate guarantee has not been released by the bank.
(xi) As per information & explanations given by the Company, the term loans have been applied for
the purpose for which they have been obtained.
(xii) During the course of examination of the books and records of the Company, carried out in
accordance with the generally accepted auditing practices in India and according to the information
and explanation given to us, we have neither come across any instances of fraud on or by the
Company, noticed or reported during the year, nor have we been informed of such case by the
management.

For R S P H & Associates


Chartered Accountants
FRN :003013N

(CA. Tarun Kumar Batra)


Partner
Membership No:094318
Place: New Delhi
Date: 30/05/2015

80 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

Balance Sheet as at 31st March 2015


in rupees
Note As at 31st March As at 31st March
No. 2015 2014
EQUITY AND LIABILITIES
Shareholder’s funds
Share capital 2 25,42,39,675 10,16,95,870
Reserves and surplus 3 17,86,59,918 30,77,47,479
Money received against share warrants
43,28,99,593 40,94,43,349
Share application money pending allotment
Non-current liabilities
Long-term borrowings 4 7,48,19,041 1,81,93,857
Deferred tax liabilities (Net) 5 68,562 35,20,136
Other long term liabilities 6 16,68,685 13,76,240
Long-term provisions 7 - -
7,65,56,288 2,30,90,233
Current liabilities
Short-term borrowings 8 58,69,85,296 39,38,93,945
Trade payables 9 31,43,71,473 23,80,23,417
Other current liabilities 10 2,49,29,267 15,15,74,808
Short-term provisions 7 3,68,24,771 1,08,65,322
96,31,10,807 79,43,57,492
TOTAL 1,47,25,66,688 1,22,68,91,074
ASSETS
Non-current assets
Fixed assets 11
Tangible assets 21,02,06,995 21,09,96,317
Intangible assets 5,84,292
Capital work-in-Progress
Intangible assets under development
Non-current investments 12 3,55,046 5,35,60,241
Deferred tax assets (net) 5
Long-term loans and advances 13 34,23,533 30,71,152
Other non-current assets 14 5,70,252
21,39,85,574 26,87,82,254
Current assets
Current investments
Inventories 15 27,89,60,642 23,84,85,608
Trade receivables 16 74,75,47,944 53,84,58,146
Cash and cash equivalents 17 79,69,311 44,24,274
Short-term loans and advances 13 22,17,47,255 17,52,54,936
Other current assets 18 23,55,962 14,85,856
1,25,85,81,114 95,81,08,820
TOTAL 1,47,25,66,688 1,22,68,91,074

NOTES TO ACCOUNTS: forming part of Financial Statement 1 – 55


As per our report of even date attached
The previous year figures have been regrouped / reclassified, wherever necessary to conform to the current
year presentation.

For R S P H AND ASSOCIATES For and on behalf of the Board of Directors


Chartered Accountants
(FRN: 003013N)

TARUN KUMAR BATRA VIKAS GARG SUMER CHAND TAYAL


PARTNER (MANAGING DIRECTOR) (DIRECTOR)
Membership No.: 094318 00255413 00255661

Place: NEW DELHI GAYATRI CHAWLA ASHUTOSH KUMAR VERMA PANKAJ KUMAR GUPTA
Date: 30.05.2015 (COMPANY SECRETARY) (CHIEF EXECUTIVE OFFICER) (CHIEF FINANCIAL OFFICER)

Annual Report 2014-15 81


VIKAS GLOBALONE LIMITED

Statement of Profit and loss for the year ended 31st March 2015
in rupees
Note As at 31st March As at 31st March
No. 2015 2014
Revenue
Revenue from operations 19 2,21,26,42,831 1,77,47,52,594
Less: Excise duty (10,24,88,190) (7,79,17,329)
Net Sales 2,11,01,54,641 1,69,68,35,265
Other income 20 3,70,70,306 1,90,73,289
Total revenue 2,14,72,24,947 1,71,59,08,554
Expenses
Cost of material Consumed 21 1,24,50,74,345 85,02,54,313
Purchase of stock-in-trade 22 49,42,21,506 60,68,96,999
Changes in inventories 23 2,09,09,438 (48,87,269)
Employee benefit expenses 24 3,71,72,085 3,64,28,625
Finance costs 25 10,71,12,968 6,42,34,270
Depreciation and amortization expenses 26 3,41,80,113 1,90,54,012
Other expenses 27 14,63,25,817 10,64,54,318
Total expenses 2,08,49,96,272 1,67,84,35,268
Profit before exceptional, extraordinary and prior
period items and tax 6,22,28,675 3,74,73,286
Exceptional items
Profit before extraordinary and prior period items and tax 6,22,28,675 3,74,73,286
Extraordinary items
Prior period item
Profit before tax 6,22,28,675 3,74,73,286
Tax expenses
Current tax 1,24,50,558 49,16,367
Mat Credit Availed 92,00,052 27,81,195
Deferred tax (36,43,842) 1,18,162
Excess/short provision relating earlier year tax 63,63,547 (4,03,309)
Profit(Loss) for the period from continuing operations 3,78,58,361 3,00,60,871
Profit(Loss) from discontinuing operations
Tax expenses of discontinuing operations
Profit(Loss) from discontinuing operations(after tax)
Profit(Loss) for the period 3,78,58,361 3,00,60,871
Share earnings From Partnership Firm - 31,84,666

Profit(Loss) for the period 3,78,58,361 3,32,45,537


Earning per share
Basic 43 0.15 0.13
Diluted 43 0.15 0.13
SIGNIFICANT ACCOUNTING POLICIES 1

As per our report of even date attached

For R S P H AND ASSOCIATES For and on behalf of the Board of Directors


Chartered Accountants
(FRN: 003013N)

TARUN KUMAR BATRA VIKAS GARG SUMER CHAND TAYAL


PARTNER (MANAGING DIRECTOR) (DIRECTOR)
Membership No.: 094318 00255413 00255661

Place: NEW DELHI GAYATRI CHAWLA ASHUTOSH KUMAR VERMA PANKAJ KUMAR GUPTA
Date: 30.05.2015 (COMPANY SECRETARY) (CHIEF EXECUTIVE OFFICER) (CHIEF FINANCIAL OFFICER)

82 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

CASH FLOW STATEMENT FOR THE PERIOD ENDED ON 31ST MARCH 2015

PARTICULARS FOR THE PERIOD FOR THE PERIOD


ENDED ON 31-03-15 ENDED ON 31-03-14
A. CASH FLOW FROM OPERATING ACTIVITIES
Net profit (loss) before extraordinary items and Tax 6,22,28,676 3,74,73,286.18
Adjustments for:
Depreciation 3,35,95,820 1,84,69,718.84
Amortization 5,84,293 5,84,293
ESOP Amortization 18,55,716 1,27,63,877
Interest on Income Tax 3,17,229 -
Interest expenses 10,71,12,968 6,42,34,270.31
Profit on sale of Investment (1,88,23,854) -
Profit on sale of Tangible Asset (4,125) -
Interest on current investments (32,61,658.03) (50,76,887.73)
Operating Profit (Loss) before working capital changes 18,36,05,064 12,84,48,557
Adjustments for:
(Increase)/Decrease in inventories (4,04,75,034) 3,65,32,098
(Increase)/Decrease in trade receivables (20,90,89,799) (17,48,42,473)
(Increase)/Decrease in other current assets (8,70,106) 12,02,369
(Increase)/Decrease in loans and advances (4,64,92,319) (5,48,92,162)
Increase/(Decrease) in trade payables 7,63,48,056 1,10,12,706
Increase/(Decrease) in other liabilities (12,38,86,915) 8,70,96,820
Increase/(Decrease) in provisions 36,058 6,69,966
Cash generated from operations (16,08,24,995) 3,52,27,881
Direct taxes (paid)/refunded (1,26,96,575) (64,59,694)
Net Cash flow from (used)in operating activities (17,35,21,571) 2,87,68,187
B.CASH FLOW FROM INVESTING ACTIVITIES
Purchase of tangible fixed assets (3,39,27,103) (5,19,80,030)
Net effect of invest in Sigma Plastic 1,85,05,845 -
Sale of Investment (Moonlite Technochem Pvt Ltd) 5,35,34,190 2,18,61,274
Sale of tangible fixed assets 5,000 -
Other interest received 45,42,372 82,61,554
Long term loans and advances (3,52,381) -
Other Non-current activities net 5,70,252 -
Net cash flow from (used) in investing activities 4,28,78,175 (2,18,57,203)
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from short term borrowings 19,03,32,725 6,87,60,020
Proceeds from Long term borrowings 5,66,25,184 (54,41,541)
Interest Paid on bank borrowings (10,71,12,968) (6,42,34,270)
Share Capital - 6,56,500
Other Long-term liabilities 2,92,445 -
Dividend paid (50,84,794) (49,08,713)
Dividend distribution tax paid on equity shares (8,64,161) (8,19,557)
Net cash flow from (used) in financing activities 13,41,88,431 (59,87,560)
Net increase (decrease) in cash and cash equivalents 35,45,037 9,23,424
Cash and Cash Equivalents at the beginning of the year 44,24,274 35,00,850
Cash and Cash Equivalents at the end of the year 79,69,311 44,24,274
As per our report of even date attached

For R S P H AND ASSOCIATES For and on behalf of the Board of Directors


Chartered Accountants
(FRN: 003013N)

TARUN KUMAR BATRA VIKAS GARG SUMER CHAND TAYAL


PARTNER (MANAGING DIRECTOR) (DIRECTOR)
Membership No.: 094318 00255413 00255661

Place: NEW DELHI GAYATRI CHAWLA ASHUTOSH KUMAR VERMA PANKAJ KUMAR GUPTA
Date: 30.05.2015 (COMPANY SECRETARY) (CHIEF EXECUTIVE OFFICER) (CHIEF FINANCIAL OFFICER)

Annual Report 2014-15 83


VIKAS GLOBALONE LIMITED

NOTE 1:

• Background and Nature of Operations

Vikas GlobalOne Limited (VGL) is a Delhi based professionally managed Company incorporated
on 30th November, 1984 under the Companies Act, 1956, having its registered office at Vikas
Apartments, 34/1, East Punjabi Bagh, New Delhi-110026 and is actively engaged in the business
of Manufacturing and Distribution of Specialty Polymers Compounds and Additives. The Company
is listed in National Stock Exchange of India (NSE) and Bombay Stock Exchange (BSE).

The Company is engaged in the business of manufacturing and distribution of high end products
used in Agricultural Pipes, Auto Parts, Wires and Cables, Artificial Leather, Footwear, Organic
Chemicals, Polymers, Pharmaceuticals and Packaging industries while alongside acting as
distributor of global conglomerates with niche in specialty chemicals and polymers.

Manufacturing plants of the Company are spread in various geographical locations across India,
in the state of J&K and Rajasthan. This has been done keeping in mind the Strategic and Location
advantages with regard to availability of raw material, tax incentives, subsidy grants as well as
market potential for finished goods. These industrial units have speedy connectivity to Road, Rail
and Air transport. The Company has built the plants with the best of the machineries and technical
knowhow available from the world's leading suppliers. The manufactured products of the Company
have been well received in the market and have further scope of greater development with increased
production capacities. The products manufactured by the Company are environmental friendly.

• Summary of Significant Accounting Policies

The significant accounting policies adopted by the Company, in respect of the financial statements
are set out below.

a) Basis of Presentation: These financial statements have been prepared in accordance with the
generally accepted accounting principles in India under the historical cost convention on accrual
basis. These financial statements have been prepared to comply in all material aspects with the
accounting standards specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014 & other relevant provisions of the Companies Act, 2013 & guidelines
issued by the SEBI. The accountings policies have been consistently applied except where a
newly issued accounting standard is initially adopted or a revision to an existing accounting
standard require a change in the accounting policy hitherto in use.

b) Use of Estimates:

The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent liabilities at the date of the financial statements
and the results of operations during the reporting year end. Although these estimates are based
upon management’s best knowledge of current events and actions, actual results could differ
from these estimates. Hence, the differences between the actual results and estimates are
recognized in the year in which the results are known / materialized.

c) Inventories
i) Raw Material/Trading is valued at lower of cost OR net realizable value.
ii) Finished products are valued at lower of cost OR net realizable value. Cost being the weighted
average material cost & includes cost of conversion & other cost incurred in bringing the

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VIKAS GLOBALONE LIMITED

goods to their present location & condition. Closing balance of finished stock are accounted
for on the basis of physically verified quantities.
iii) Packing Material, stores & spares parts are valued at lower of moving weighted average cost
and net realizable value.
iv) Inventory on construction activities has been valued at cost incurred.
v) Obsolescence: Obsolete, slow moving & defective inventories are identified at the time of
physical verification of inventories & wherever necessary provision is made for such
inventories.
vi) Shortage / Excess of Packing Material, Stores & spares parts and finish goods arising from
physical verification are charged/adjusted to consumption/production.

d) Prior Period Items: Significant items of Income and Expenditure which relates to prior accounting
period are accounted in the statement of profit and loss under the head “prior period expenses
/ income” other than those occasioned by events occurring during or after the close of the year
and which are treated as relatable to the current year.
e) Fixed Assets, Impairment: Fixed assets are stated at cost of acquisition less accumulated
depreciation and impairment of losses if any. The Company capitalizes all direct costs relating to
the acquisition and installation of fixed assets. Advances paid towards the acquisition of fixed
assets outstanding at each balance sheet date and the cost of fixed assets not ready to use
before such date are disclosed under ‘Capital Advances’.
f) Depreciation and Amortization:
· Depreciation on tangible asset is provided on Written Down Value Method (WDV) over the useful
lives of assets estimated by the management. Depreciation on asset purchased/sold during the
period is proportionately charged. Intangible assets are amortized over their respective individual
estimated useful lives on Straight Line Basis, commencing from the date the asset is available to
the Company for its use. The management estimates the useful lives for the fixed assets as
follow:
• Building Office 60 Years
• Building Factory 30 Years
• Plant and Machinery 15 Years
• Office Equipment 5 Years
• Furniture and fixture 10 Years
• Electricity Fitting and Installation 10 Years
• Vehicles
• Motor cycles, scooters 10 Years
• Motor cars 8 Years
• Computers 3 Years
• Lease Hold Land Remaining useful live As per lease agreement

• Depreciation and amortization methods, useful lives and residual values are reviewed predictably
including at each financial year end.

g) Impairment:
At each balance sheet date, the Company assesses whether there is any indication that an asset
may be impaired, based on internal or external factors. If any such indication exists, the Company
estimates the recoverable amount of the asset or the cash generating unit. If such recoverable
amount of the asset or cash generating unit to which the asset belongs is less than its carrying
amount, the carrying amount is reduced to its recoverable amount. In assessing value in use,

Annual Report 2014-15 85


VIKAS GLOBALONE LIMITED

the estimated future cash flows are discounted to their present value at the weighted average
cost of capital. After impairment, depreciation is provided on the revised carrying amount of the
asset over its remaining useful life. The reduction is treated as an impairment loss and is recognized
in the Profit and Loss Account. If, at the balance sheet date there is an indication that a previously
assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset
is reflected at the reassessed recoverable amount. Impairment losses previously recognized are
accordingly reversed.

h) Investments: Investments are classified as long term or current investments. Long term
investments are stated at cost and provision for diminution in their value, other than temporary,
is recorded in the books of account. Current investments are stated at the lower of cost or fair
value. 100 % Provision has been made in case the realizable value is uncertain.

i) Revenue recognition: Revenue is recognized to the extent it is probable that the economic
benefits will flow to the Company and the revenue can be reliably measured.

Sale of goods: - Revenue from sale of goods is recognized when significant risks and rewards of
ownership of goods are transferred to the customers. Sales are net of sales return, free quantities
delivered and trade discounts.

Interest: - Interest income from deposits and others is recognized on accrual basis (i.e. time
proportion basis).

Construction Contract:-The Company follows complete contract method of accounting in respect


of its construction activity. Under this method, the profit on unit sold is recognized only when
the work in respect of the relevant unit is completed or substantially completed which is determined
on technical estimations and the underlying sale deed is executed.

Profit on sale of Investment: - Profit on sale of investment is recognized on the date of transaction
of sale and is computed with reference to the cost of investments.

Other Revenue Receipts: - Other revenue receipts are recognized on accrual basis (i.e. time
proportion basis).

j) Borrowing Costs: Borrowing costs attributable to the acquisition, construction or production of


qualifying assets are capitalized as part of cost of the asset. A qualifying asset is one that necessarily
takes substantial period of time to get ready for its intended use. All other borrowing costs are
charged to revenue in the year in which they are incurred.

k) Earnings Per Share: Basic earnings per share are calculated by dividing the net profit or loss for
the year attributable to equity shareholders by the weighted average number of equity shares
outstanding during the year.

For the purpose of calculating diluted earnings per share, the net profit or loss for the year
attributable to equity shareholders and the weighted average number of shares outstanding
during the year are adjusted for the effects of all dilutive potential equity shares. The Weighted
average no of Equity shares outstanding during the year after adjusted for the events of bonus
issue element in a right issue to equity shareholders, share split and reserve share split
(consolidation of shares).
l) Operating Leases: Leases of assets under which all the risks and rewards of ownership are
effectively retained by the lessor are classified as operating leases. Lease payments under operating
leases are recognized as an expense on a straight-line basis over the lease term in accordance

86 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

with Accounting Standard 19 (AS 19) - Leases as notified under the Companies (Accounting
Standards) Rules, 2006, as amended.

m) Cash & Cash Equivalent: Cash and cash equivalents in the balance sheet comprise cash at
bank and in hand and short-term investments with an original maturity of three months or less.

n) Cash Flow Statement: Cash Flows are reported using indirect method, whereby profit before
tax is adjusted for efforts of transactions of non cash nature and any deferral or accruals of any
past or future cash receipts or payments. The Cash Flows from regular revenue generating,
financing and investing activity of the Company segregated.

o) Employees’ Retirement Benefits:

• Short Term Employee Benefits:


Short Term Employee Benefits are recognized as Expenditure in the profit and loss accounts
of the year in which the related services are rendered.
• Post Employment Benefits:
• Defined Contribution Plans:
Contribution payable by the Company to the Central Government authorities in respect of
Provident fund, Family Pension fund and Employee State Insurance are defined plans. These
contributions are recognized as expenses in the statement of Profit and Loss during the
period in which the employee renders the related services. The Company does not have any
further obligation in this respect beyond such contribution.
• Defined Benefit Plans:
The Company provides for gratuity the liability with regard to gratuity plan are determine by
Actuarial Valuation, performed by an independent Actuary at each balance sheet date.
Gratuity are covered under the Gratuity Policy respectively, of Life Insurance Corporation of
India (LIC).The Present Value of the Obligation is determined by using projected unit Credit
method. Actuarial Gains and Loss rising on such valuation are recognized immediately in
the profit and loss account.

p) Taxes on Income: Tax expense comprises of current tax and deferred tax.

Current Income Tax is measured at the amount expected to be paid to the tax authorities in
accordance with the Indian Income Tax Act 1961. Deferred income taxes are recognized for the
future tax consequences attributable to timing differences between the financial statement income
and taxable income for the year. The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income using the tax rates and tax laws that have been enacted or
substantively enacted by the balance sheet date.

Deferred Tax Assets are recognized and carried forward only to the extent that there is a
reasonable certainty that sufficient future taxable income will be available against which such
deferred tax assets can be realized. Unrecognized deferred tax assets of earlier periods are re-
assessed and recognized to the extent that it has become reasonably certain that future taxable
income will be available against which deferred tax assets can be realized.
q) Provisions, Contingent Liabilities and Contingent Assets: Provisions are recognized only
when there is a present obligation, as a result of past events, and when a reliable estimate of the
amount of obligation can be made. Provisions are not discounted to its present value and are
determined based on management estimate required to settle the obligation at the balance sheet

Annual Report 2014-15 87


VIKAS GLOBALONE LIMITED

date. These are reviewed at each balance sheet date and adjusted to reflect the current
management estimates. Contingent liability is disclosed for:

i) Possible obligations which will be confirmed only by future events not wholly within the
control of the Company or,
ii) Present obligations arising from past events where it is not probable that an outflow of
resources will be required to settle the obligation or a reliable estimate of the amount of the
obligation cannot be made.

Contingent Assets are not recognized in the financial statements since this may result in the
recognition of income that may never be realized.

r) Foreign Currency Transactions:

i). Initial Recognition: Foreign currency transactions are recorded in the reporting currency,
by applying the exchange rate between the reporting currency and the foreign currency at
the date of the transaction to the foreign currency amount.
ii). Conversion: Foreign currency monetary items are converted to reporting currency using
the closing rate. Non monetary items denominated in a foreign currency which are carried at
historical cost are reported using the exchange rate at the date of the transaction; and non-
monetary items which are carried at fair value or any other similar valuation denominated in
a foreign currency is reported using the exchange rates that existed when the values were
determined.
iii). Exchange Differences: Exchange differences arising on the settlement of monetary items or
on reporting Company’s monetary items at rates different from those at which they were
initially recorded, are recognized as income or expense in the year in which they arise except
those arising from investments in non-integral operations.
iv). Forward Exchange Contract: In case of forward Exchange contract, difference between the
forward rates and the exchange rate on the date of transaction is recognized as expenses or
income over the life of the contract. Exchange difference on such contract is recognized in
the statement of profit and loss in the year in which the exchange rates change. Any profit or
loss arising on cancellation or renewal of forward exchange contract is recognized as income
or expenses for the year.

s) Government Grants: Government grants are recognized when there is reasonable assurance
that the group will comply with the condition attaching to them and grants will be received.
Revenue grants are recognized in the statement of Profit and loss account. Capital grants relating
to Specific Fixed Assets are reduced from gross value of respectively fixed assets and other grant
are credited to capital reserve account.

t) Employee Stock Option Scheme: The Company account for Equity Settled Stock Options as
per accounting treatment prescribed by Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations 2014 and the guidance note on the Employees Share-Based
Payments issued by the Institute of Chartered Accountant of India using the intrinsic value
method. Earlier scheme was formulated under the guidelines issued by SEBI (Employee Stock
Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999.

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VIKAS GLOBALONE LIMITED

Note No. 2 Share Capital ` in rupees


Particulars As at 31st March 2015 As at 31st March 2014
Authorised :
260000000 (31/03/2014:159500000) 26,00,00,000 15,95,00,000
Equity shares of Rs. 1/- par value
Issued :
254239675 (31/03/2014:101695870) 25,42,39,675 10,16,95,870
Equity shares of Rs. 1/- par value
Subscribed and paid-up :
254239675 (31/03/2014:101695870) 25,42,39,675 10,16,95,870
Equity shares of Rs. 1/- par value
Total 25,42,39,675 10,16,95,870

Reconciliation of the Shares outstanding at the beginning and at the end of the reporting
period
Equity shares ` in rupees
As at 31st March As at 31st March
2015 2014
No. of Shares Amount No. of Shares Amount
At the beginning of the period 10,16,95,870 10,16,95,870 10,16,95,870 10,16,95,870
Issued during the Period 15,25,43,805 15,25,43,805 - -
( Bonus Issue)
Redeemed or bought back - - - -
during the period
Outstanding at end of the period 25,42,39,675 25,42,39,675 10,16,95,870 10,16,95,870

Details of Shareholders holding shares more than 5% shareholding


PARTICULARS AS AT 31-03-15 AS AT 31-03-14
No of Shares % No of Shares %
Vikas Garg 5,33,62,250 20.99% 2,36,44,900 23.25%
Vikas Polymerland Private Limited 3,03,24,075 11.93% 1,03,29,630 10.16%
Goodlife Impex Private Limited 2,97,96,000 11.72% 1,19,70,000 11.77%

Right, Preferences and Restriction attached to Shares

Equity Shares

The Company has only one class of Equity having a par value Rs. 1 per share. Each shareholder is
eligible for one vote per share held. The dividend proposed by the board of directors is subject to the
approval of the shareholders in ensuing Annual General Meeting, except in case of interim dividend.
In the event of liquidation, the Equity shareholders are eligible to receive the remaining assets of the
Company after distribution of all preferential amounts, in proportion to their shareholding.

Bonus Shares:- The Company has allotted 15,25,43,805 fully paid Equity Shares of Face Value Rs.
1/- each during the Financial Year 2014-15, pursuant to bonus issue approved by the share holders
in the Extra Ordinary General Meeting Held on 01/11/2014. The Record Date fixed by the Board of

Annual Report 2014-15 89


VIKAS GLOBALONE LIMITED

Director was 15/11/2014. The Company announced 3 bonus shares for every 2 Equity Shares held
and therefore 15,25,43,805 Equity Shares were issued as Bonus Share of Rs.1/- each as fully paid
by utilization of Rs. 7,36,16,255 out of Securities Premium Account & Rs. 7,89,27,550 out of General
Reserve & Surplus.
The Company formulated an Employee’s Stock Option Scheme as per Note No. 45 during the financial
year 2012-13. The Scheme provides that Employees are granted options to acquire the Equity Shares
of the Company that vests in graded manner. The options may be exercised within a Specified Period.
The options are granted at Rs. 1/- (i.e. Par Value of Share). The Shares issued under ESOP are as
follows:
PARTICULARS NO OF OPTIONS
Options Granted 3,695,000
Pricing Formula Face Value
Options Outstanding, beginning of the Year 1,830,500
No of Options given to Employees in Second year (30% of total no of options) 784,500
Less-No of Options Exercised by Employees Nil
No of Options Forfeited by Employees 99,000
Options Outstanding, end of the year 17,31,500

Note No. 3 Reserves and surplus ` in rupees


Particulars As at 31st March 2015 As at 31st March 2014
Profit and Loss Account
Opening Balance
Add: Profit for the year 3,78,58,361 3,32,45,537
Less :Transfer to General Reserve (26,50,085) (2,72,96,582)
Less: Dividend Proposed (1,27,11,984) (50,84,794)
Less: Dividend Distribution Tax (24,26,119) (8,64,161)
Closing Balance 2,00,70,172 -
Securities Premium Account
Opening Balance 7,36,16,255 6,95,00,000
Add: Addition during the year 41,16,255
Less : Deletion during the year 7,36,16,255
Closing Balance - 7,36,16,255
Capital Reserve*
Opening Balance 9,65,934 9,65,934
Add: Addition during the year
Less : Deletion during the year
Closing Balance 9,65,934 9,65,934
General Reserve
Opening Balance 22,45,17,669 19,72,21,087
Add: Addition during the year 26,50,085 2,72,96,582
Less: Reversal of Fixed Assets Expired Useful Life (11,19,729) -
Less: Appropriation towards bonus shares (7,89,27,550) -
Closing Balance 14,71,20,475 22,45,17,669
Employee stock option reserve** 1,08,56,505 1,14,77,235
Less : Deferred (3,53,168) (28,29,613)
Closing Balance 1,05,03,337 86,47,622
Balance carried to balance sheet 17,86,59,918 30,77,47,479
*Kindly refer Note No 47 of Note provide the details of the Capital Reserve
**Kindly refer Note No 45 in respect of Employee Stock Option

90 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

Note No. 4 Long-Term Borrowings ` in rupees


As at 31st March 2015 As at 31st March 2014
Non- Current Total Non- Current Total
Current Maturities Current Maturities
Term Loan - From banks
HDFC Vehicle Loan ( Agreement 45,066 2,54,144 2,99,210 2,99,210 2,28,332 5,27,542
No. 24353585) secured

HDFC- Vehicle Loan (Agreement 1,21,206 1,90,963 3,12,169 3,12,169 1,71,583 4,83,752
No. 25941597) secured

ICICI Bank-LADEL00026826516 1,13,836 1,13,836 1,13,836 1,02,730 2,16,566


secured

ICICI Loan No. 4,13,157 4,13,157


LADEL00017599702 secured

ICICI Loan No.- 2,11,315 12,55,497 14,66,812 14,66,812 11,46,768 26,13,580


LADEEL00026874591 secured
ICICI Bank Loan No. 4,33,00,927 32,00,333 4,65,01,260
LADEL00002038205 secured
(Loan Taken for Business)

BOB TL - 21000600000514 29,58,853 57,26,604 86,85,457


secured (Term Loan – I)

BOB TL- 21000600000515 42,16,683 42,16,683


secured (Term Loan – II)
OBC TL- 11167015000461 78,41,132 61,42,461 1,39,83,593 1,30,42,977 50,10,600 1,80,53,577
secured(Term Loan – III)
OBC TL- 08767025001865 2,32,99,395 31,00,596 2,63,99,991
secured (Term Loan – IV)
7,48,19,041 1,42,57,830 8,90,76,871 1,81,93,857 1,70,16,457 3,52,10,314

The Above Amount Includes


Secured Borrowings 7,48,19,041 1,42,57,830 8,90,76,871 1,81,93,857 1,70,16,457 3,52,10,314
Amount Disclosed Under the (1,42,57,830) (1,42,57,830) (1,70,16,457) (1,70,16,457)
Head “Other Current Liabilities”
(Note No. 9)
Net Amount 7,48,19,041 0 7,48,19,041 1,81,93,857 0 1,81,93,857

HDFC - Vehicle Loan (Agreement No 24353585) was taken during 2013 year and carries interest
@15.65% per annum. The Loan is repayable in 36 installments of Rs. 22,837 each along with interest
from the date of Loan. The loan is secured by hypothecation of car of the Company.

HDFC - Vehicle Loan (Agreement No 25941597) was taken during 2013 year and carries interest
@15.65% per annum. The Loan is repayable in 36 installments of Rs. 17,941 each along with interest
from the date of Loan. The loan is secured by hypothecation of car of the Company.

ICICI Loan No - LADEL00017599702 was taken during 2010 year and carries interest @9% per
annum. The Loan is repayable in 57 installments of Rs. 61,560 each along with interest from the
date of Loan. The loan is secured by hypothecation of car of the Company. The Same Loan has been
squared up During the Year.

ICICI Loan No - LADEL00026826516 was taken during 2013 year and carries interest @10.74%
per annum. The Loan is repayable in 36 installments of Rs. 10,086 each along with interest from the
date of Loan. The loan is secured by hypothecation of car of the Company.

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VIKAS GLOBALONE LIMITED

ICICI Loan No - LADEL00026874591 was taken during 2013 year and carries interest @9.09% per
annum. The Loan is repayable in 36 installments of Rs. 111,450 each along with interest from the
date of Loan. The loan is secured by hypothecation of car of the Company

Term Loan-1 (Bank of Baroda) & Term Loan –II (Bank of Baroda) has been squared up During the
Year.

Term Loan-III (Oriental Bank of Commerce) Closing balance limits Rs. 139.83 Lacs. The Term Loan
is secured on the Plant and Machinery and Land and Building located at G-24-29 & 30, RIICO
Industrial Area, Vigyan Nagar, Shahjahanpur, Dist. Alwar, Rajasthan owned by Vikas GlobalOne
Limited. The loan was sanctioned on reviewed on 31.12.2014 on the existing term and conditions. .
The Loan will be repayable in Equal Installments of Rs. 5.12 lacs per month. The rate of interest
shall be BR+ 2%+.5%. The Period of Maturity from the Balance Sheet date is 29 months.

Term Loan-IV (Oriental Bank of Commerce) Closing balance limits Rs. 264 Lacs. The Term Loan is
secured on the 1st exclusive charge by way of hypothecation on plant & machinery financed by OBC.
The loan was reviewed on 31.12.2014 on the existing term and conditions. The Loan will be repayable
in Equal Installments of Rs. 7.39 lacs per month. The rate of interest shall be BR+ 2%+.5%. The
Period of Maturity from the Balance Sheet date is 60 months.

During the year the Company has acquired the balance 25% stake of its associate concern “Sigma
Plastic Industries” on 1st April, 2014 and now the Company holds 100% stake in its earlier associate
“Sigma Plastic Industries” and therefore the same has now become a proprietorship concern and the
same has been merged in the Balance Sheet of the Company. By virtue of this event the Loan (Firm
has taken term loan from ICICI Bank of Rs. 500 Lacs repayable in 120 EMI of Rs 717355/- each on
12th Nov 2013, this is secured against house No-10, Road No-4 East Punjabi Bagh New Delhi, the
property in the name of the directors of the Company) become the part of capital structure of the
Company and The Loan is in the process of transferring the name of the borrower from Sigma Plastic
Industries to Vikas GlobalOne Limited and has not been transferred in the name of Company as on
Balance Sheet Date.

Note No. 5 Deferred Tax ` in rupees

Particulars As at 31st March 2015 As at 31st March 2014


Deferred tax liability
Deferred tax liability depreciation 68,562 35,20,136
Gross deferred tax liability 68,562 35,20,136
Net deferred tax liability 68,562 35,20,136

Note No. 6 Other Long Term Liabilities


` in rupees
Particulars As at 31st March 2015 As at 31st March 2014
Other Payables
Provision For Gratuity (Long Term Portion) 16,68,685 13,76,240
16,68,685 13,76,240
Total 16,68,685 13,76,240

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Note No. 7 Provisions ` in rupees


Particulars As at 31st March 2015 As at 31st March 2014
Long- Short-term Total Long- Short-term Total
term term
Provision for employee benefit
Provision for gratuity (Short Term) 36,058 36,058
36,058 36,058
Other provisions
Provision for proposed equity 1,27,11,984 1,27,11,984 50,84,794 50,84,794
dividend
Provision for Dividend Tax on 24,26,119 24,26,119 8,64,161 8,64,161
proposed equity dividend
Current tax provision 2,16,50,610 2,16,50,610 49,16,367 49,16,367
3,67,88,713 3,67,88,713 1,08,65,322 1,08,65,322
Total 3,68,24,771 3,68,24,771 1,08,65,322 1,08,65,322

Note No. 8 Short Term Borrowings ` in rupees


Particulars As at 31st March 2015 As at 31st March 2014
Loans Repayable on Demands -
From Banks
Cash Credit Limit (Oriental Bank of 24,28,30,570 21,12,71,506
Commerce) Secured
Cash Credit Limit (Bank Of Baroda) 10,07,79,262 13,24,96,764
Secured
PCFC Limit (Oriental Bank Of 16,36,51,553 5,01,25,675
Commerce) Secured
PCFC Limit ( Bank of Baroda ) Secured 7,97,23,911
58,69,85,296 39,38,93,945
The Above Amount Includes
Secured Borrowings 58,69,85,296 39,38,93,945
Total 58,69,85,296 39,38,93,945
CASH CREDIT
The Company is availing a cash credit (Hypo) limit of Rs. 4,140 Lacs which include PCFC Limit of RS
1,900/-Lacs from Oriental Bank of Commerce against Hypothecation of stock, receivable, advance
to suppliers and other current assets on pari passu basis with Bank of Baroda. No DP against stock
and Book debts exceeding 180 days. Margin is 20% & The rate of interest is Bank Base Rate + 2%
which at present is 12.25% p.a. Further the Company is also availing LC (Import) DA/DP basis non
Fund Based Limit of Rs. 2,220 Lacs (which includes both side inter changeability LC to CC for Rs.
500 Lacs) procurement of Raw Material and spares. Cash Margin is 15% in the shape of FDR.
The Company is also availing Cash Credit limit of Rs. 1,800 Lacs from Bank of Baroda with a sub
limit of PC/PCFC/FBP/FBD of Rs. 800 Lacs under the same Cash Credit limit. The limit is secured
by way of hypothecation of stock, receivables & other current assets on pari passu basis on the
Oriental Bank of Commerce. DP shall be permitted against receivable upto 180 days. Margin is 20%
& Rate of interest is BR + 2% which is present 12.25%. Further the Company is availing Non Fund
Based LC (Import/Inland/DP/DA/BG). Buyers Credit of Rs. 1,200 Lacs for procurement of raw
material and spares. Cash Margin is 20% in the shape of FDR. The proposal of renewal cum
enhancement is under process with Bank of Baroda.
Cash credit limit of Rs. 600 Lacs earlier sanctioned by Oriental Bank of Commerce in the account of
sigma Plastic industries has been merged with above limit. No separate limit in that account shall be

Annual Report 2014-15 93


VIKAS GLOBALONE LIMITED

allowed to Sigma Plastic Industries. Renewal cum enhancement has been done by Oriental Bank of
Commerce and they merged their share of limit i.e. 60% of 600 Lacs 360 Lacs and Bank of Baroda’s
Proposal is under process as on Balance Sheet Date.
Further the limit is secured on following Collateral Properties:
1. Property bearing Khasra No. 14/5/2 6 min, 15/1/2, 9/2 & 10 min Vill Ghevra, Near Mundka
Railway Crossing, Delhi owned by Ms. Seema Garg and Ms. Namita Garg.
2. Roof right of Property 34/1, Vikas Apartments, East Punjabi Bagh, New Delhi owned by Vikas
Globalone Limited.
3. Industrial property at Industrial Growth Centre, Phase 1, Dist. Samba, J & K owned by Vikas
Globalone Limited.
4. Land & building situated at Industrial Growth Centre, Phase-1, Dist. Samba, J & K owned by
Sigma Plastic Industries, which has been merged with Vikas GlobalOne Ltd.
5. F-5, Vikas Apartment, 34/1, 1st Floor, East Punjabi Bagh, New Delhi owned by Ms. Seema
Garg.
6. EM of industrial property at G-30 RIICO Industrial Area, Vigyan Nagar, Shahjahanpur Dist.
Alwar, Rajasthan.
7. Property situated at Khasra no. 710/201 in Village Rithala, Delhi owned by Mr. Vivek Garg.
8. A-28 Khasra No. 12/10 and 13/6 Village Kamrudin Nagar Nangloi owned by Ms. Seema Garg
and Ms. Usha Garg.
9. 770, Khasra No. 142/770, situated at Village Khanjawala, New Delhi owned by Ms. Usha Garg
10. B-1, 34/1, Vikas Apartment, Punjabi Bagh, New Delhi owned by Ms. Usha Garg.
11. Mortgage of Agricultural land situated at village Sultanpur Dabas, New Delhi owned by Vikas
GlobalOne Limited.
12. EM of industrial property at G-24-29 & G-30 RIICO Industrial Area, Vigyan Nagar, Shahjahanpur
Dist. Alwar Rajasthan.
13. Negative lien on plot of 27,840.91 Sq. Mt. at Dahej-II, Industrial Estate, Dist. Bharuch Gujarat.
Properties at S.No. 4 & 5 are charged in account of Sigma Plastic Industries. Since this concern
has been merged with the Vikas Globalone Limited, the properties shall now be charged to the
consortium.
Further limit is guaranteed by Personal guarantee of the following
1. Mr. Nand Kishore Garg
2. Mr. Vikas Garg
3. Mr. Vivek Garg
4. Ms. Seema Garg
5. Ms. Usha Garg
6. Ms. Namita Garg

Note No. 9 Trade Payables ` in rupees


Particulars As at 31st March 2015 As at 31st March 2014
Sundry Creditors 31,43,71,473 23,80,23,417
Total 31,43,71,473 23,80,23,417

Note No. 10 Other Current Liabilities ` in rupees


Particulars As at 31st March 2015 As at 31st March 2014
Current maturities of long-term debt(Note No. 4) 1,42,57,830 1,70,16,457
1,42,57,830 1,70,16,457
Others payables
Duties and Taxes 13,33,264 17,91,253
Advance received from customers 29,00,245 6,42,01,609
Expenses payable 44,75,396 52,47,469
Other current expenses and liabilities 19,62,532 6,33,18,020
1,06,71,437 13,45,58,351
Total 2,49,29,267 15,15,74,808

94 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

Annual Report 2014-15 95


VIKAS GLOBALONE LIMITED

Note No. 12 Non-current Investments ` in rupees

Particulars As at 31st March 2015 As at 31st March 2014


Investments in partnership firms
(Unquoted)

Sigma plastic industries (Lower of cost and


Market value)** - 1,85,05,845

In Others
LIC Group Insurance (Lower of cost and
Market value) 3,55,046 3,44,060
Moonlite Technochem Private Limited
(Lower of cost and Market value)*
(100 % Subsidiary Company) 3,47,10,336
Gross Investment 3,55,046 5,35,60,241
Net Investment 3,55,046 5,35,60,241
* The Company has disposed off its 100% investment in the subsidiary Company Moonlite Technochem
Pvt. Ltd. For Rs. 5.35 Cr. and has earned profit of Rs. 1.88 Cr. This has been included in other
income under the head” Other Income”.
**The Company has acquired the balance 25% stake of its associate concern “Sigma Plastic Industries”
on 1st April, 2014 and now the Company holds 100% stake in its earlier associates “Sigma Plastic
Industries” and therefore the Partnership Firm has been dissolved and merged in the Company.

Note No. 13 Loans and Advances ` in rupees

Particulars As at 31st March 2015 As at 31st March 2014


Long-term Short-term Long-term Short-term
Security Deposit
Unsecured and considered good 34,23,533 15,87,062 30,71,152 1,33,72,226
34,23,533 15,87,062 30,71,152 1,33,72,226
Other loans and advances
(Unsecured & Consider Good)
Advance to Suppliers * 10,22,68,866 7,07,64,283
Margin Money with Bank 5,78,67,882 4,18,91,379
Advance to Staff 9,43,209 11,61,862
Cenvat Credit Receivable 81,23,049 23,65,291
Tax deducted at source 29,99,504 43,21,631
MAT Credit 1,50,80,382 1,78,64,520
Advance income tax paid 10,00,000 10,00,000
PLA Excise 15,63,213 1,60,530
Receivable Govt. Dept. 2,85,92,420 1,93,50,834
Interest Receivable 17,21,668 30,02,380
22,01,60,193 16,18,82,710
Total 34,23,533 22,17,47,255 30,71,152 17,52,54,936
*Advance to Suppliers includes Rs. 4,63,57,517/- (Four Crores Sixty Three Lacs Fifty Seven Thousand
Five Hundred and Seventeen to Moonlite Technochem Private Limited in which Director of Vikas
Globalone Limited is also a Director and Rs. 5,96,135/- to Vikas Ploymer (India) in which Director of
Vikas Globalone Limited is also a Partner

96 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

Particulars As at 31st March 2015


Moonlite Technochem Pvt Ltd 4,63,57,517
Vikas Polymer (India) 5,96,135
Total 4,69,53,652

Note No. 14 Other Non-current Assets ` in rupees

Particulars As at 31st March 2015 As at 31st March 2014


Other Assets
Government Receivables - 5,70,252
Total 5,70,252

Note No. 15 Inventories ` in rupees


Particulars As at 31st March 2015 As at 31st March 2014
(Valued at cost or NRV unless
otherwise stated)
Finished Goods 3,17,47,267 1,03,21,690
Raw Material 17,64,47,009 18,19,51,081
Goods under Work in Progress 3,86,093 25,98,335
Real Estate Inventory 2,66,16,539 3,87,27,233
Traded goods 57,79,275 48,87,269
Goods in Transit 3,79,84,458 -
Total 27,89,60,642 23,84,85,608

Note No. 16 Trade Receivables ` in rupees


Particulars As at 31st March 2015 As at 31st March 2014
Exceeding six months
Unsecured, Considered Good 2,58,55,908 2,86,11,837
Less : Provision for Doubtful Debts - -
Sub Total 2,58,55,908 2,86,11,837
Less than six months
Unsecured, Considered Good 72,16,92,036 50,98,46,309
Less : Provision for Doubtful Debts - -
Sub Total 72,16,92,036 50,98,46,309
Total 74,75,47,944 53,84,58,146

Note No. 17 Cash and Cash Equivalents ` in rupees


Particulars As at 31st March 2015 As at 31st March 2014
Balance with Banks
Bank Current Account 52,01,473 22,11,410
Unpaid Dividend Account* 9,41,924 5,99,550
Total 61,43,397 28,10,960
Cash in hand
Cash in hand 18,25,914 16,13,315
Total 18,25,914 16,13,315
Total 79,69,311 44,24,275
*There is no Amount in unpaid Dividend Account which is transferable to Investor Protection Fund Account

Annual Report 2014-15 97


VIKAS GLOBALONE LIMITED

Note No. 18 Other current assets ` in rupees

Particulars As at 31st March 2015 As at 31st March 2014


Other Assets
Prepaid Expenses 23,55,962 14,85,856
Total 23,55,962 14,85,856

Note No. 19 Revenue from operations ` in rupees


Particulars As at 31st March 2015 As at 31st March 2014
Sale of products 2,19,12,38,924 1,74,55,81,441
Other Operative Income
Revenue franchise 2,13,71,409 2,46,71,153
2,13,71,409 2,46,71,153
Other operating revenues
Miscellaneous other operating revenues 32,498 45,00,000
32,498 45,00,000
Gross revenue from operations 2,21,26,42,831 1,77,47,52,594

Sales of Product includes following transactions with the related party:

Particulars As at 31st March 2015 As at 31st March 2014


Moonlite Technochem Private Limited 2,10,38,632 2,70,63,030
Vikas Polymers (India) 57,65,681 82,56,313

Note No. 20 Other income ` in rupees


Particulars As at 31st March 2015 As at 31st March 2014
Interest Income and Commission 32,61,658 87,51,888
Job Work 10,38,713 8,80,850
Net gain on sale of long-term investments 1,88,23,854
( Sale of Subsidiary)
Other non-operating income
Profit on disposal of tangible fixed assets 4,125
Foreign exchange difference income 74,66,966
Excise Refund 18,25,865 42,46,059
Rental income from property 4,66,634
Other receipts 41,82,491 51,94,492
1,39,46,080 94,40,551
Total 3,70,70,306 1,90,73,289
Note No. 21 Cost of material Consumed ` in rupees
Particulars As at 31st March 2015 As at 31st March 2014
Inventory at the beginning
Raw Material, WIP and Finished Goods 19,48,71,106 23,03,90,940
19,48,71,106 23,03,90,940
Add: Opening Stock of Sigma Plastic
Industries (due to acquisition)
Raw Material, WIP and Finished Goods 933 -
933 -
Add:Purchase
Raw Material 1,25,87,82,675 81,47,34,479
1,25,87,82,675 81,47,34,479
Less:-Inventory at the end
Raw Material, WIP and Finished Goods 20,85,80,369 19,48,71,106
20,85,80,369 19,48,71,106
Total 1,24,50,74,345 85,02,54,313

98 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

Details of inventory
Particulars As at 31st March 2015 As at 31st March 2014
Raw Material
Raw material, WIP & Finished Goods Inventory 20,85,80,370 19,48,71,106
20,85,80,370 19,48,71,106
Total 20,85,80,370 19,48,71,106

Details of Major material consumed ` in rupees


Particulars OPENING OPENING PURCHASES CLOSING CONSUMPTION
STOCK STOCK STOCK
of Sigma
Plastic
Industries
Raw Material
Tin Alloy 93,34,140 8,07,87,465 28,48,116 8,72,73,489
2 Ethylhexyl Thiogycolate 38,60,382 6,37,35,536 1,76,21,107 4,99,74,812
Tinmate 14,63,413 6,66,99,398 2,85,482 6,78,77,329
PVC Compound 0 174262530 3493606 17,07,68,924
TPR Compound 40,63,568 31,31,23,981 1,10,90,663 30,60,96,886
Hydrogen Peroxide 31,22,556 1,34,29,438 16,11,469 1,49,40,525
RSO Refined Soyabean Oil 1,39,035 7,53,27,917 51,680 7,54,15,272
Styrene Butadiene Copolymer 3,54,37,347 7,68,06,711 9,39,476 11,13,04,581
Thermal Plastic Elastomer 0 1986630 0 19,86,630
Methyl Chloride (Gas) 2,54,877 44,80,700 7,93,129 39,42,448
Others 13,71,95,788 933 38,81,42,369 16,98,45,641 35,54,93,449
Total 19,48,71,106 933 1,25,87,82,676 20,85,80,370 1,24,50,74,345

Note No. 22 Purchase of stock-in-trade ` in rupees


Particulars 31st March 2015 31st March 2014
Purchase of Trading goods 49,42,21,506 60,68,96,999
Total 49,42,21,506 60,68,96,999

Purchase of Stock in Trade and Raw Material includes following transactions with the related party:
Particulars 31st March 2015 31st March 2014
Moonlite Technochem Private Limited 12,04,18,383.75 14,29,66,558
Vikas Polymers (India) 2,73,37,248 64,64,000

Note No. 23 Changes in inventories ` in rupees


Particulars 31st March 2015 31st March 2014
Inventory at the end of the year
Traded Goods & Real Estate Inventory 1,80,25,202 2,92,43,890
1,80,25,202 2,92,43,890
Inventory at the beginning of the year
Traded Goods & Real Estate Inventory 2,92,43,890 2,43,56,621
Add :- Opening stock of sigma plastic 96,90,750 -
industry( Earlier Associate Concern
now 100 % Owned)
3,89,34,640 2,43,56,621
(Increase)/decrease in inventories
Traded Goods & Real Estate Inventory 2,09,09,438 (48,87,269)
2,09,09,438 (48,87,269)

Annual Report 2014-15 99


VIKAS GLOBALONE LIMITED

` in rupees

Particulars OPENING OPENING CLOSING CONSUMPTION


STOCK STOCK STOCK
of Sigma
Plastic
Industries
Industrial Chemicals- 2EHTG 45,45,152 45,45,152
Pet Resin 3,42,118 57,79,275 (54,37,157)
Plastic Granuals - 65,25,000 65,25,000
PVC Resin - 31,65,750 31,65,750
Rice - -
Land 2,43,56,621 1,22,45,927 1,21,10,694
Other - - 933
Grand Total 2,92,43,890 96,90,750 1,80,25,202 2,09,09,438

Note No. 24 Employee Benefit Expenses ` in rupees


Particulars As at 31st March 2015 As at 31st March 2014
Salaries and Wages
Salary including Employee Benefits 2,81,76,023 2,85,56,286
Wages including Employee Benefits 43,88,472 11,87,205
Contribution of Employer on Provident 3,70,938 3,00,692
and Other Fund
Expenses on ESOP 18,55,716 52,12,783
Director Remuneration 15,18,000 3,60,000
3,63,09,149 3,56,16,966
Staff welfare Expenses
Staff Welfare Expenses 8,62,936 8,11,659
8,62,936 8,11,659
Total 3,71,72,085 3,64,28,625

Note No. 25 Finance costs ` in rupees


Particulars As at 31st March 2015 As at 31st March 2014
Interest
Interest on long-term loans from banks 99,07,529 80,44,680
Interest on other borrowings 8,04,42,308 4,81,79,144
Other Financing Charges 1,67,63,131 80,10,446
10,71,12,968 6,42,34,270
Total 10,71,12,968 6,42,34,270

Note No. 26 Depreciation and amortization expenses ` in rupees


Particulars As at 31st March 2015 As at 31st March 2014
Depreciation on tangible assets 3,35,95,821 1,84,69,719
Amortisation of intangible assets 5,84,292 5,84,293
Total 3,41,80,113 1,90,54,012

100 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

Note No. 27 Other expenses ` in rupees


Particulars 31st March 2015 31st March 2014
A) Manufacturing & Other Direct Expenses
Custom duty 2,06,75,258 1,68,29,404
Freight 3,50,18,075 1,89,52,199
Loading and unloading expenses 15,51,392 22,08,054
Power and fuel 2,17,97,288 1,53,63,390
Demurrage and Inland haulage charges 1,94,79,955 1,27,60,595
Consumption of stores and spare parts 17,60,178 7,62,428
Other expenditure 4,19,414 4,16,047
Total Manufacturing & Other Direct Expenses 10,07,01,560 6,72,92,117
B) Other Administrative & Selling Expenses
Legal and professional expenses 38,28,680 25,43,019
Expenses on Corporate Social Responsibilities 12,00,000 -
Conveyance expenses 10,19,630 9,35,502
Advertising expenses 24,53,858 21,75,416
Rent 8,20,647 6,83,752
Electricity expenses 11,54,261 9,84,335
Communication connectivity expenses 14,41,081 12,77,576
Travelling Expenses 35,89,710 18,65,993
Vehicle running expenses 7,66,074 9,64,083
Donations 4,20,500 3,08,100
Repairs and maintenance of plant and machinery 21,29,810 1,33,787
Repairs and maintenance of factory building 7,75,200 13,28,558
Freight 21,21,225 26,16,878
Security expenses 17,11,915 13,83,738
Rates and taxes 12,07,005 5,59,639
Insurance expenses 21,82,412 12,08,526
Printing and stationery 5,96,182 5,81,830
Directors sitting fees 1,40,000 1,00,000
Auditor's Remuneration 5,50,000 3,20,600
Foreign Exchange Fluctuation Expenses 57,10,078
Rebate and Discount 10,91,275
ROC Fee 9,04,500
Commission paid to other selling agents 15,94,109 4,23,843
Miscellaneous expenses 2,38,518 2,55,598
Prior period expenses 21,82,029 78,82,307
Other Interest 7,69,387 3,27,378
Other expenditure 1,07,36,249 45,91,665
Total Administrative & Other Selling Expenses 4,56,24,257 3,91,62,201
Total Other Expenses ( A+B) 14,63,25,817 10,64,54,318

Current tax ` in rupees


Particulars 31st March 2015 31st March 2014
Current tax pertaining to current year 2,16,50,610 49,16,367
Total 2,16,50,610 49,16,367

Annual Report 2014-15 101


VIKAS GLOBALONE LIMITED

Deferred tax ` in rupees


Particulars 31st March 2015 31st March 2014
Deferred Tax (36,43,842) 1,18,162
Total (36,43,842) 1,18,162

Excess/short provision relating earlier year tax ` in rupees


Particulars 31st March 2015 31st March 2014
Short Provision of tax pertaining to previous years 63,63,547 (4,03,309)
Total 63,63,547 (4,03,309)

Share Earnings from Associates ` in rupees


Particulars 31st March 2015 31st March 2014
Share earning from Partnership Firm - Sigma Plastic Industries - 31,84,666
Total 31,84,666

Note No. 27(a) Other expenses: Auditor's Remuneration ` in rupees


Particulars 31st March 2015
Auditor's Remuneration 5,50,000
Total 5,50,000

Current tax: Current tax pertaining to current year ` in rupees


Particulars 31st March 2015 31st March 2014
Current Tax 1,24,50,558 49,16,367
Total 1,24,50,558 49,16,367

Note No. 28
The board of directors, subject to approval of the members has recommended a dividend of 5% of
face value per Equity Share.
Note No. 29
Commitments
a) Capital Commitment: There are no contracts remaining to be executed on capital account and
not provided for as at 31 March, 2015.
b) Lease Commitment: The Company has taken various premises on operating leases. The lease
rental of 6,12,515/- (Previous year 12,81,500/-) has been charged to Profit and Loss Account
for the year ended March 31, 2015. The underlying agreements are executed for a period generally
ranging from one year to three years, renewable at the option of the Company and the lessor.
There are no restrictions imposed by such leases and there are no sub leases
The minimum rental payments to be made in future in respect of these operating leases are as
under:
MINIMUM LEASE RENTALS AS AT 31-03-15 AS AT 31-03-14
Within one year 10,25,400 1,074,000
Later than one year, not later than five years 6,51,310 294,000
Total 16,76,710 1,368,000

102 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

Note No 30.
There is no significant event that has been taken place after the date of Balance Sheet.
Note No 31.
There is a Contingent Liability of 19.65 Lacs in the form of Bank Guarantee and 2,808.69 Lacs/-
in respect of LC and duty saved against advance license is 203.73 Lacs/-. The Company has given
Corporate Guarantee to the Bank of 1,600 Lacs/- for Moonlite Technochem Private Limited which
was 100% Subsidiary of Vikas GlobalOne Limited and the investment in subsidiary was disposed off
as per note no. 12. During the year the Company Moonlite Technochem Pvt Ltd has requested to
bank to release the corporate guarantee of Vikas GlobalOne Ltd and the request is under process as
on Balance Sheet date and the charge was pending as corporate guarantee as on Balance Sheet Date.

Note No 32. Details of pending Litigations are given below: -


` in rupees
Nature of Statute Nature of Dues Amount Forum where dispute is
pending
Income Tax Act Income Tax Demand 31,44,000/- ITAT
Custom Act Custom Duty Demand 5,33,266/- Custom Authorities
VAT Vat Demand 88,000/- VAT Authorities
VAT Vat Demand 90,67,107/- Special Commissioner
Deptt. Of Trade & Taxes

Company has filed Civil Suit against ADM Agro Industries Kota and Akola Limited supplier of Soya
Bean Oil in High Court Delhi case No-CS OS No-198/214 of Amounting .99,61,516/- due to poor
supply of soya bean oil. Company has suffered a loss due to such poor quality of material supplied
by them and non recovery of money from debtors and it also affect goodwill of the Company. The
ADM Agro Industries Kota and Akola Limited has also filed winding up Petition against Company in
High Court case no CO PET No-64/2014 due to non-payment of Rs 41,15,664/- along with interest
at the rate of 18% from the due date of payment. The ADM Agro Industries Kota and Akola Limited
has also filed a summary suit for recovery of debts in High Court, Summary Suit no – C S (OS) 3077/
2014.
Note No 33.
The Company has purchased Leasehold Land for sum of .2,55,08,761/-, at D-2/CH/401-402, Dahej
– II, Industrial Estate, District Bharuch, Gujarat. Though the Company has made the payment of the
same, but the registration of lease deed is still under process and not registered in the name of the
Company as at the Balance Sheet Date. A leasehold rights- leasehold land is amortized over the
remaining useful life.
Note No 34.
Segment Reporting:-
The segment reporting of the Company has been prepared in accordance with Accounting Standard
(AS-17) Accounting for Segment Reporting issued by The Institute of Chartered Accountant of India.
The Company has determined the following business segments as the primary segments for disclosure:
1) Chemical Division
2) Real Estate Division
3) Agro Division
4) Service Division

Annual Report 2014-15 103


VIKAS GLOBALONE LIMITED

The geographical Segment consists of:


· Domestic (Sales to customers located in India)
· International (Sales to customers located outside India)
The above business segments have been identified and reported considering:
- The nature of the services
- The related risk and returns
- The internal financial reporting systems
Purchase directly attributable to segments is reported based on items that are individually identifiable
to that segment.
Common allocable costs are allocated to each segment to that common cost.
` in Lacs
Particulars 31st March 2015 31st March 2014
Segment Revenue
Chemical Division 19,494.89 16,867.38
Service Division 214.08 246.71
Agro Division 1,449.04 -
Real Estate Division 126 45
Total 21284.01 17,159.09
Segment Expenditure
Chemical Division 18,040.84 16,010.54
Service Division 96.18 130.76
Agro Division 1332.01 -
Real Estate Division 121.56 0.72
Total 19,590.59 16,142.02
Segment Results
Chemical Division 1454.05 856.84
Service Division 117.90 115.95
Agro Division 117.03 -
Real Estate Division 4.44 44.28
Total 1693.42 1017.07
Less : Interest 1071.13 642.34
Profit before Tax 622.29 374.73
Capital Employed
Chemical Division 4,066.49 3,765.17
Real Estate Division 266.16 243.57
Total 4332.65 4008.74

Geographical Revenue
Domestic Revenue 13,663.77 14,258.68
Export Revenue 7,620.24 2,900.40
Total Revenue 21284.01 17,159.08

Segment revenue, results, assets and liabilities include amounts identifiable to each segment and
amounts allocated on a reasonable basis based on their relationship to the operating activities of the
segment

104 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

Note No 35.

The Company had not received information from suppliers regarding their status under the “Micro,
Small and Medium Enterprises Development Act 2006” and accordingly no disclosure regarding
overdue outstanding of principal amount and interest thereon has been given.

Note No 36.

Goodwill: Goodwill arises upon the acquisition of subsidiaries, associates and Joint venture. Goodwill
is amortized over the 5 years from the financial year in which the acquisition is accounted for.
During the year a sum of Rs 584,393/- has been amortized and has been shown under the schedule
of Fixed Assets “Note No - 11”.

Note No 37.

In the opinion of the Management of the Company, all Current Assets, Loans and Advances appearing
in the balance sheet as at March 31, 2015 have a value on realization in the ordinary course of the
Company’s business at least equal to the amount at which they are stated in the balance sheet.
Certain balances shown under current assets, current liability, loans and advances and balances
with banks, are subject to confirmation / reconciliation.

Note No 38.

In the opinion of the Management, no provision is required to be made against the recoverability of
these balances except provided.

Note No 39. Employees Benefit Obligation:-

I. Defined Contribution Plan

During the year the Company has recognized the following amount in the statement of profit and
loss under Employee benefit expense to provident fund under defined contributions plan of Employees’
Provident Fund and Miscellaneous Provisions Act, 1952.
Amount in rupees

Particulars 31st March 2015 31st March 2014


Employer's contribution to Provident Fund 3,70,938/- 3,00,692/-

II Defined Benefit Plan


Principal actuarial assumptions at the balance sheet date Amount in rupees

Particulars Year ended Year ended


31st March 2015 31st March 2014
Retirement Age 60 60
Withdrawal Rates
Upto 30 Years 3% 3%
31-44 Years 2% 2%
Above 44 Years 1% 1%
Discounting Rate 7.80% 8%
Expected rate of increase in salary 6% 6%
Mortality Table Indian Assured Live -
Maturity 2006-08

Annual Report 2014-15 105


VIKAS GLOBALONE LIMITED

(A) Changes in the Present Value of Obligation


Amount in rupees
Particulars Gratuity Gratuity
Year Ended Year Ended
31st March 2015 31st March 2014
Present Value of obligation as at the 13,76,240 10,63,234
beginning of the Period
Interest Cost 1,07,347
Current Service Cost 4,09,394 2,96748
Benefits Paid / accrued
Actuarial (gain)/loss on obligations (1,88,238)
LC Premium 16,258
Present value of obligation as at the 17,04,743 13,76,240
End of the Period
(B) Changes in the fair Value of Plan Assets- Nil
(C) Reconciliation of Present value of Defined Benefit Obligation and the Fair value of Assets
Particulars Gratuity Gratuity
Year Ended Year Ended
31st March 2015 31st March 2014
Present Value of obligation as at the End of the period 17,04,743 13,76,240
Fair Value of Plan assets as at end of the Period 3,55,046 3,44,060
Un Funded Status
Unrecognized Actuarial (gains)/losses
Unfunded Net Assets/ (liability) Recognize in Balance sheet 13,49,697 10,32,180

(D) Expense recognized in the Statement of Profit and Loss


Particulars Gratuity Gratuity
Year Ended Year Ended
31st March 2015 31st March 2014
Current Service Cost 4,09,394 2,96,748
Past Service Cost 3,73,218
Interest Cost 1,07,347
Curtailment Cost
Actuarial (gain)/Loss on obligations (1,88,238) -
Total Expenses recognized in the Statement of Profit & Loss 3,28,503 6,69,966

(E) Constitution of Plan Assets- Movement in the liability recognized in the Balance sheet
Particulars Gratuity Gratuity
Year Ended Year Ended
31st March 2015 31st March 2014
Present Value of obligation as at the beginning 13,76,240 7,06,274
Expenses Recognized in statement of
Profit and Loss 3,17,517 6,69,966
Benefits Paid - -
Actual Return on Plan Assets 10,986 -
Acquisition Adjustments -
-
Present Value of Obligation as at the end 17,04,743/- 13,76,240

106 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

During the year ended 31st March 2015, the Company has made a provision of Rs 17,04,743/- in
respect of provision for gratuity and defined benefits as per actuarial valuation made as per AS-15.
The Company has taken Group Gratuity Scheme for the employees from the LIC of India. Total
Contribution payable is Rs 17,76,133/- is payable in next Financial Year.
The Actuarial data for Group Gratuity Scheme is as follows:
PARTICULARS Amount (in )
Initial Contribution -
Additional Contribution on Existing Fund 12,96,593
Current Service Cost 4,54,711
LC Premium 24,829
Total Amount Payable 17,76,133
Note No 40.
As per the best estimate of the management, no provision is required to be made as per Accounting
Standard 29 (AS 29) Provisions, Contingent Liabilities and Contingent Assets as notified under the
Companies (Accounting Standards) Rules, 2006, as amended, in respect of any present obligation as
a result of a past event that could lead to a probable outflow of resources, which would be required
to settle the obligation.
Note No 41. Prior Period Items :- ` in lac
Particulars As at 31st March 2015 As at 31st March 2014
Expenses:-
Legal & Professional charges 1,14,106 34,155
Provident Fund / ESIC 39,609 -
Rent 63,000 -
Freight charges 15,05,228 188,000
Deferred Employee Compensation A/c - 75,51,094
General Exp 1,02,829 85,699
Loading Unloading Charges 53,490 -
Salary 76,690 -
Export Charges 2,27,077 -
Total 21,82,029 7,882,207

Note No 42.
Disclosure in respect of Accounting Standard (AS) 18 "Related Party Disclosures" as notified
under the Companies (Accounting Standards) Rules, 2006, as amended:
Names of related parties and description of relationship:

NATURE OF RELATIONSHIP NAME OF PARTY


Company with common Director & Moonlite Technochem Private Limited
Subsidiary till 10.08.2014
Key Management Personnel Mr. Vikas Garg (Managing Director)
Mr. Vivek Garg (Whole Time Director)
Mr. Ashutosh Kumar Verma (Whole Time Director)
Mr. Ashutosh Kumar Verma (C.E.O)
Mr. Pankaj Kumar Gupta (C.F.O)
Ms. Gayatri Chawla (C.S.)
Relative of Key management Personnel Mr. Nand Kishore Garg, Mrs. Usha Garg,
Mrs. Seema Garg, Mrs Namita Garg,
Mrs. Shashi Prabha Verma
Other Related Parties Vikas Polymerland Private Limited, Vikas Polymer (India)

Annual Report 2014-15 107


VIKAS GLOBALONE LIMITED

The following transactions were carried out during the year with related parties in the ordinary
course of business: ` in lac
NATURE OF TRANSACTION Company KMP & Other TOTAL
with common RELATIVE Relates
Director Parties
Sales 210.38 - 57.66 347.89
Purchase 1204.18 - 273.37 1477.55
Sale of Investment (Moonlite - 16.06 - 16.06
Technochem Pvt Ltd)
Purchase of Investment (Sigma - 13.90 - 13.90
Plastic Industries)
Rent Paid - 5.90 - 5.90
Director Remuneration - 15.18 - 15.18
Salary to KMP - 1.63 - 1.63
Salary - 4 - 4
Receipt and Payment* - 71.55 - 71.55
Reimbursement 2.30 - - 2.30
TOTAL 1,416.86 128.22 331.03 1955.96
* The Company received and repaid Rs. 71.55 lacs as unsecured loan from Vivek Garg (Prop. of Suku
Innovatives) at different dates.
PARTICULARS Amounts (in )
A. FIXED ASSETS
Assets Purchased during the year
Related party (in Form of Takeover of Sigma Plastic Isdustries) 66,15,367
Assets Sold during the year
Related party -
B. NON CURRENT INVESTMENT
Subsidiaries
Opening Balance 3,47,10,336
Disposed off during the year 3,47,10,336
Closing Balance -
Associates
Opening Balance 1,85,05,845
Purchased/Subscribed during the year 13,90,361
Withdraw/Merged During the year 1,98,96,206
Closing Balance -
C. TRADE RECEIVABLES AS ON 31ST MARCH
Subsidiaries -
Associates -
Other Related Party -
D. ADVANCES TO SUPPLIERS GIVEN AS ON 31ST MARCH
Subsidiaries -
Associates -
Other Related Party 4,69,53,652
E. ADVANCES RECEIVED FROM CUSTOMER AS ON 31ST MARCH
Subsidiaries -
Associates -
Other Related Party -

108 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

F. TRADE PAYABLE AS ON 31ST MARCH


Subsidiaries -
Associates -
Other Related Party -
G. REVENUE FROM OPERATION AS ON 31ST MARCH
Subsidiaries -
Associates -
Other Related Party -
H. CORPORATE GURANTEES GIVEN AS ON 31ST MARCH
Subsidiaries -
Associates -
Other Related Party 160,000,000
In accordance with AS 18, disclosures in respect of transactions with identified related parties are
given only for such period during which the relationship existed.
Note No 43.
Earnings Per Share:-
Basic earnings per share are computed by dividing the net profit/ (loss) attributable to equity
shareholders, for the year by the weighted average number of equity shares outstanding during the
year. ` in lac

Particulars As at 31st March 2015 As at 31st March 2014


Net Profit/(Loss) After Tax as per Profit 3,78,58,361 3,32,45,537
& Loss Account (in Rs)*
Weighted average no of shares outstanding 25,42,39,675 10,16,95,870
during the year
Basic and diluted Earnings Per Share (in Rs)** 0.15 0.13
Nominal value per Equity Share (in Rs) 1 1

*During the period under consideration, the Company has announced 3 bonus shares for every 2
held, thus the capital of the Company has increased to Rs. 2542.39 Lacs from Rs. 1016.96 Lacs.
** As per accounting Standard - 20, Earning Per Share and Book Value per share, EPS of the
previous period has been revised for make it comparable with the current year.
Note No 44. Deferred Tax:-
In compliance with Accounting Standard 22 (AS 22) - Accounting for Taxes on Income, as notified
under the Companies (Accounting Standards) Rules, 2006, as amended, the Company has recognized
deferred tax Asset (net) in the Profit and Loss Account of Rs. 36,43,842/- (Previous year Rs. -1,18,162/
-) during the year ended March 31, 2015.
The breakup of Deferred Tax Liabilities into major components as at March 31, 2015 is as under:

Particulars As at 31st March 2015 As at 31st March 2014


DEFERRED TAX LIABILITIES
Arising on account of temporary
differences due to:
Excess of Book WDV of Fixed Assets over 68,562 3,520,136
Tax WDV of Fixed Assets
Total 68,562 3,520,136

Annual Report 2014-15 109


VIKAS GLOBALONE LIMITED

Note No 45.
In the AGM of the Company held on 28th September 2011, the members of the Company passed a
resolution for introducing a Stock Compensation Plan called the Employees Stock Option
Scheme,2011(ESOS 2011), for the benefit of employees of the Company. The resolution also accorded
approval for the Board of Directors, to formulate the Scheme as per broad parameters outlined in the
resolution, either directly or through a committee. Accordingly, a committee of directors called
Compensation Committee was constituted. The Committee, after due deliberations and after studying
the provisions of SEBI employee Stock option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999 as amended from time to time, has formulated the Employees Stock Option
Scheme’2011( ESOS 2011). The Scheme has been approved by the Stock Exchange on 7th May 2012
(NSE) and 2nd May 2012 (BSE). The Compensation Committee at its meeting held on 2nd June 2012
has granted Stock Option to the eligible employees and accordingly the options granted shall vest
over a period of 3 years, or as may be decided by the CC, as per schedule as under

Year from the date of Grant Vesting of Options Granted


End of first Year 30 % of the Grant
End of Second Year 30 % of the Grant
End of third year 40 % of the Grant

There shall be a minimum period of one year between grant date and the vesting period for the first
lot of vesting of granted options. The interval between the subsequent lots shall be one year.

PARTICULARS NO OF OPTIONS
Option Granted 3,695,000
Pricing Formula Face Value
Options Outstanding, beginning of the Year 1,830,500
No of Options given to Employees in Second year (30% of total no of options) 784,500
Less - No of Options Exercised by Employees Nil
No of Options Forfeited by Employees 99,000
Options Outstanding, end of the year 1,731,500

Note No 46.
The Company has not entered into any foreign exchange derivative instruments during the year.
Note No 47.
The scheme of amalgamation was filed under section 391 read with section 394 of the Companies
Act 1956 effective from April 1, 2007 for the amalgamation of the three transferor Companies a)
Hulchul International Private Limited, b) Vikas Utilities Private Limited, c) South Delhi Projects Private
Limited, With the transferee Company Vikas GlobalOne Limited (formally known as Vikas Profin
Limited).The same has been approved by the High Court wide order no 18457/1 dated October 17,
2008. The amalgamation has been accounted for in the manner specified in the Scheme, The Surplus
of 965,934/- arising out of amalgamation is shown under the head Capital Reserve Account.
Note No 48.
The Company has acquired balance 25% share of its associate concern “Sigma Plastic Industries” on
1st April, 2014 and now the Company holds 100% stake and thereby has taken over business of its
earlier associate “Sigma Plastic Industries”. The Financial Statements for the period 2014-15 include
financials of Sigma Plastic Industries. Consequent to acquisition of business of Sigma Plastic Industries

110 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

all its liabilities and unsecured loans aggregating to . 95.27/- Lacs were taken over by the Company
which has been duly refunded.
Note No 49.
Additional information to the extent applicable are as follows:-
A. Managerial remuneration:
Amount in `

Particulars As at 31st March 2015 As at 31st March 2014


Salaries 15,18,000 3,60,000
Employer's Contribution to Provident Fund - -
TOTAL 15,18,000 3,60,000

B. Auditors remuneration: Amount in `

Particulars As at 31st March 2015 As at 31st March 2014


Audit Fees & Tax Audit 5,50,000 320,600

C. Expenses incurred in foreign currency during the year ended March 31, 2015 aggregates to:-
Amount in `

Particulars As at 31st March 2015 As at 31st March 2014


Expenditures:-
Purchase 51,55,06,231 41,00,90,370
Foreign Travelling 16,11,335 5,44,254
Interest Expenses 1,19,365 -
TOTAL 51,72,36,931 41,06,34,624

D. CIF value of imports:


Amount in `

Particulars As at 31st March 2015 As at 31st March 2014


Raw Material Purchased 51,53,64,428 41,00,90,370
Capital Goods(Including Spares) 1,41,803 -
TOTAL 51,55,06,231 41,00,90,370

E. CIF value of export made during the year included in the sales amounting 76,20,23,719/-
(Previous Year: 29,00,40,000 /-)

F. Activity in foreign currency during the year ended March 31, 2015 aggregates to:-
Amount in `

Particulars As at 31st March 2015 As at 31st March 2014


Expenditures:-
Purchase 51,55,06,231 41,00,90,370
Foreign Travelling 16,11,335 5,44,254
Interest Expenses 1,19,365 -
TOTAL 51,72,36,931 41,06,34,624
Earnings: -
Sale of Goods 76,20,23,719 29,00,40,000
TOTAL 76,20,23,719 29,00,40,000

Annual Report 2014-15 111


VIKAS GLOBALONE LIMITED

G. Details of foreign currency fluctuation gain for the year ended March 31, 2015 aggregates to:-
Amount in `

Particulars As at 31st March 2015


From:-
Purchase -85,754
Sales 1,27,51,822
Bank Balance -51,99,102
TOTAL 74,66,966

Note No 50.
Disclosures as required by Clause 32 of the Listing Agreement

Particulars As at 31st March 2015 As at 31st March 2014


A. LOANS AND ADVANCES
Loans and Advances given to Subsidiary
- Moonlite Technochem Private Limited - -
Loans and Advances given to Associates
- Sigma plastic Industries - -
B. CONSUMPTION OF RAW MATERIAL
- Raw Material Consumed 1,24,50,73,411 85,02,54,313
C. DETAILS OF CONSUMTION OF
IMPORTED & INDIGENOUS STOCK
- Imported 46,60,22,631 23,69,82,325
- Indigenous 77,90,50,780 61,32,71,988
D. EARNING IN FOREIGN EXCHANGE
- Sale of Goods 76,20,23,719 29,00,40,000

Note No 51.
Quantitative Details of Major material consumed in Manufacturing

Particulars OPENING PURCHASES CLOSING CONSUMPTION


STOCK STOCK
Raw Material
Tin Alloy 6,359 56,004 2,176 60,187
2 Ethylhexyl Thiogycolate 21,449 4,19,299 1,30,447 3,10,301
Tinmate 3,477 1,77,250 368 1,80,359
PVC Compound 0 2379821 45046 23,34,775
TPR Compound 43,304 28,09,788 1,00,528 27,52,564
Hydrogen Peroxide 60%50 78,064 3,44,450 37,616 3,84,898
RSO Refined Soyabean Oil 2,015 11,52,058 760 11,53,313
Styrene Butadiene Copolymer 2,36,109 5,26,506 7,040 7,55,575
Thermal Plastic Elastomer 0 12250 0 12,250
Methyl Chloride (Gas) 3,835 55,200 10,910 48,125
Others 12,41,751 1,93,27,841 16,05,568 1,89,64,024
Total 16,36,363 2,72,60,467 19,40,459 2,69,56,371

112 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

Quantitative Details of Traded Goods


Particulars OPENING OPENING Inwareds Outwards CLOSING Stock/
STOCK STOCK OF STOCK Transfer
Sigma Plastic Shortage
Industries
Industrial Chemicals- 24800 kgs. 24800 kgs.
2EHTG
Pet Resin 3695 kgs. 132000 kgs. 47695 kgs. 88000 kgs.
Plastic Granuals - 45000 kgs 1676010 kgs. 1721010 kgs.
PVC Resin - 23450 kgs 1700150 kgs. 1723600 kgs.
Rice - - 4180587 kgs. 4180587 kgs.
Other - 98 kgs. 585013 kgs. 585111 kgs.
Grand Total 28495 kgs. 68548 kgs. 8273760 kgs. 8258003 kgs. 88000 kgs. 24800 kgs.

Note No 52.
The Company has a unit in Sitarganj (Uttrakhand) where Excise duty on manufacturing from Plastic
scrap is Nil and the Company has not taken Excise Registration number in Sitarganj, though there
is no impact of the same on the financial statements of the Company
Note No 53.
Pursuant to the extant provisions of the Companies Act 2013 (the ‘Act’), effective from 1st April 2014,
the Company has changed the method of depreciation and revised the estimated useful lives of its
fixed assets, generally in accordance with Schedule II to the Act. Consequent to change of useful
lives an amount of . 11.20 Lacs representing Written Down Book Value of those assets whose useful
life had already expired as on 1st April 2014 has been adjusted against General Reserve & Surpluses.
Due to this change in method of charging Depreciation for the year ended 31st March, 2015 additional
depreciation of . 133.29 Lacs has been charged to the profit and loss account and thereby the profit
for the year has been reduced by such an amount.
Note No 54.
Discontinuing Operations
The Company was C & F agent of Lupin Limited from past number of years. During the year under
consideration the Company has earned franchise revenue and profit (before allocation of common
expenditure) till December 2014 of . 214.08 Lacs and 117.90 Lacs (P.Y. 246.71 lacs and 115.95
lacs) respectively which is shown under Service Division in Segmental reporting. The Company has
discontinued its service division activities and the carrying and forwarding agreement has been
terminated with Lupin Limited w.e.f. 31/12/2014. Therefore there will be no revenue from franchise
business in service division from Lupin Limited.
Note No 55.
Corporate Social Responsibility
The Company is covered u/s 135 of Companies Act 2013, the details of the expenditure on corporate
social responsibility activity is as under:

Annual Report 2014-15 113


VIKAS GLOBALONE LIMITED

a. Gross amount required to be spent by the Company during the year : 10,31,232
b. Amount spent during the year: . 12,00,000

For R S P H AND ASSOCIATES


Chartered Accountants For and on behalf of the Board of Directors
(FRN: 003013N)

VIKAS GARG SUMER CHAND TAYAL


(MANAGING DIRECTOR) (DIRECTOR)
00255413 00255661
TARUN KUMAR BATRA
PARTNER Membership

No.: 094318
Place: NEW DELHI GAYATRI CHAWLA ASHUTOSH KUMAR PANKAJ KUMAR GUPTA
Date: 30.05.2015 (COMPANY SECRETARY (CHIEF EXECUTIVE OFFICER) (CHIEF FINANCIAL OFFICER)

114 Annual Report 2014-15


VIKAS GLOBALONE LIMITED

VIKAS GLOBALONE LIMITED


(CIN: L65999DL1984PLC019465)
Registered Office: Vikas Apartments, 34/1, East Punjabi Bagh, New Delhi-110026
Ph No.: 011-43144444, Fax: 011-43144488, e-mail id: investors@vikasglobal.in

ATTENDANCE SLIP
(To be presented at the entrance)

30th ANNUAL GENERAL MEETING ON WEDNESDAY, 30th SEPTEMBER 2015 AT 11.30 A.M. AT
Haryana Maitri Bhawan, Pitampura, New Delhi-110034

Name of Shareholder/Proxy Holder………………………………………………

DP ID No…………………………………………………….........……………………

Client ID No……………………………………………………………………………

Shareholder’s Folio No. …………………………………………………………..…

No. of Shares held……………………………………………………………………

I certify that I am a member / proxy / authorized representative for the member of the Company.

I hereby record my presence at the 30th ANNUAL GENERAL MEETING ON WEDNESDAY, 30th
SEPTEMBER 2015 AT 11.30 A.M. AT Haryana Maitri Bhawan, Pitampura, New Delhi-110034

………………………….

Member’s/Proxy Signature

NOTES:-

1. Only shareholder/Proxy holder can attend the meeting

Annual Report 2014-15 115


VIKAS GLOBALONE LIMITED
(CIN: L65999DL1984PLC019465)
Registered Office: Vikas Apartments, 34/1, East Punjabi Bagh, New Delhi-110026
Ph No.: 011-43144444, Fax: 011-43144488, e-mail id: investors@vikasglobal.in

PROXY FORM
(Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014

Name of the member(s):____________________________________________________________

Registered Address:________________________________________________________________

E-mail ID:_________________________________________________________________________

Folio/ DP ID - Client ID No.:________________________________________________________

I/We being the member(s) of __________________________________________________________ shares of Vikas GlobalOne Limited hereby appoint:

(1) Name: _____________________________________________________________________________________________________________________________


Address: ___________________________________________________________________________________________________________________________
E-mail ID: _____________________________________________________________________________________________________________________

Signature: _____________________, or failing him;

(2) Name: _____________________________________________________________________________________________________________________________


Address: _____________________________________________________________________________________________________________________
E-mail ID: _____________________________________________________________________________________________________________________

Signature: _____________________, or failing him;

(3) Name: _____________________________________________________________________________________________________________________________


Address: ____________________________________________________________________________________________________________________________
E-mail ID: _____________________________________________________________________________________________________________________

Signature: _____________________

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 30th Annual General Meeting of the Company, to be held
on 30th September 2015 at the registered office of the Company at Haryana Maitri Bhawan, Pitampura, New Delhi-110034 and at any
adjournment thereof in respect of such resolutions as are indicated below:

No. Resolution Optional*


Ordinary Business: For Against
1. Adoption of Audited Financial Statements for the year ended March 31, 2015.
2. Declare Final Dividend @5% i.e. Rs. 0.05/- (Five Paisa) per share
3. Re-appointment of Mr. Vikas Garg as a Director, who retires by rotation
4. Ratify the Appointment of M/s. RSPH & Associates, Chartered Accountants, as Auditors.
Special Business:
5. Authority to Directors to borrow in excess of the Paid Up Capital and free reserves upto Rs. 250 Crores.
6. Ratify and confirm the remuneration to Niraj Kumar Vishwakarma & Associates, Cost Auditor
7. Appointment of Shri. Manoj Singhal as Independent Director for a period of five years
8. Appointment of Shri. Pradip Kumar Banerji as Independent Director for a period of five years
9. Appointment of Shri. Sumer Chand Tayal as Independent Director for a period of five years
10. Appointment of Shri. Jagdish Capoor as Independent Director for a period of five years
11 Authority to Directors to invest money upto Rs. 50 Crores.
12 Appointment of Mrs. Vibha Mahajan as Independent Director for a period of five years
13 Approval for change of name of Company from Vikas GlobalOne Limited to Vikas EcoTech Limited.
14 Alteration of Articles of Association of the Company consequent to Change of Name of Company.
15 Appointment of Mr. Ashutosh Kumar Verma as Whole time Director of the Company
Note: Notwithstanding the above, the Proxies can vote on such other items which may be tabled at the meeting by the members present.

Signed this _________________________________________ day of __________________ 2015

Signature of shareholder ___________________________________________ Revenue Stamp Affix Re 1

Signature of Proxy holder __________________________________________________________


Note:
1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the
Company, not less than 48 hours before the commencement of the Meeting.
2. A Proxy need not be a member of the Company.
3. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the
total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the
Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other
person or shareholder.
4. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the 30th Annual General Meeting.
*5. It is optional to put an ‘X’ in the appropriate column against the Resolutions indicated in the Box. If you leave the ‘For’ or
‘Against’ column blank against any or all Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks
appropriate.
6. Please complete all details including details of member(s) in above box before submission.

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