Directors Report of Vikas WSP Ltd.

Mar 31, 2024

The Resolution Professional (RP) presents to the Members the 35^th Annual Report of the Company together with the Audited Standalone Financial Statements and the Auditor''s Report for the Financial Year ended 31^st March, 2023, which includes the Report to the Shareholders.

INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)

TheNational Company LawTribunal ("NCLT"), Chandigarh Bench, vide order dated 02.02.2022 ("Insolvency Commencement Order") has initiated corporate insolvency resolution process ("CIRP") based on a petition filed by the Bank of India under Section 7 of the Insolvency and Bankruptcy Code, 2016 ("the Code"). Mr. Darshan Singh Anand, IP Registration No. IBBI/ IPA-002/IP-N00326/2017-18/10931 was appointed as Interim Resolution Professional ("IRP") to manage the affairs of the Company in accordance with the provisions of the Code.

At the Second meeting of the committee of creditors held on 17^th March 2022, Mr. Darshan Singh Anand had been continued as Resolution Professional (RP/ Resolution Professional) for the Company. Pursuant to the Insolvency Commencement Order and in line with the provisions of the Code, the powers of the Board of Directors were suspended and the same were to be exercised by RP.

The Company had received 5 Resolution Plans which were put to vote before the Committee of Creditors ("CoC"). The Committee of Creditors ( CoC ) has approved the resolution plan submitted by M/s Arcbolt Space and Foods Private Limited, with a requisite majority of the voting share as per the Insolvency and Bankruptcy Code , 2016 (IBC) in the 11^th Meeting of the Committee of Creditors (COC) held on Thursday 25^th August 2022. The application for approval of the Resolution Plan by NCLT under Section 30(6) of the Insolvency and Bankruptcy Code, 2016 was filed on 31.10.2022.

The Resolution Professional (RP) has filed an application with Hon''ble NCLT, Chandigarh Bench for approval of the Resolution Plan of M/s Arcbolt Space and Foods Private Limited, approved by the Committee of Creditors in their 11^th CoC Meeting. Hon''ble NCLT in its hearing held on 01.05.2024 has reserved the order.

Since the company is under Corporate Insolvency Resolution Process (CIRP), as per Section 17 of the Insolvency & Bankruptcy Code, from the date of appointment of the Resolution Professional.

(a) the management of the affairs of the company shall vest in the Resolution Professional.

(b) the powers of the Board of Directors of the company

shall stand suspended and be exercised by the Resolution Professional.

(c) the officers and managers of the company shall report to the Resolution Professional andprovide access to such documents and records of the company as may be required by the Resolution Professional.

(d) the financial institutions maintaining accounts of the company shall act on the instructions of the Resolution Professional in relation to such accounts and furnish all information relating to the company available with them to the Resolution Professional.

Approval of the Financial Statements 2022-2023 and the Report to the Shareholders

As the powers of the Board of Directors have been suspended, the financial statements have not been approved by the Board of Directors. However, the same has been approved and signed by RP, Signed by Statutory Auditor & signed by the Company Secretary according to the Companies Act, 2013. The position of CFO had become vacant pursuant to the resignation of the former on March 31, 2021.

The RP, in view of having entrusted with the management of the affairs of the Company, is submitting this Report in compliance with the provisions of the Companies Act, 2013, the rules framed thereunder ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("Listing Regulations"). This Report was discussed in a meeting held with the key management persons and thereafter approved by the IRP.

1. FINANCIAL HIGHLIGHTS

In compliance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations), the Company has prepared its standalone financial statements as per Indian Generally Accepted Accounting Principles (IGAAP) for the F.Y. 2022-2023. The standalone financial performance of the Company for the year ended March 31, 2023, is summarized below:

Standalone Financial Highlights (IGAAP)

(Amount in Lakhs)
Particulars	2022-2023	2021-2022
Revenue from operations	0	2,309.54
Other Income	24.97	0.43
Total Income	24.97	2,309.97
Total expenditure	3 ,616.96	10,957.62
Finance cost	0.02	3,721.92
Depreciation and amortization expenses	3 ,416.01	3,416.01
Profit / (Loss) before Exceptional items and tax	(3,592.00)	(8,647.65)
Exceptional Items	0	10,256.34

Profit/Loss after Exceptional Items before Tax	(3,592.00)	(18,904.00)
Tax expenses	( 319.47)	(2,550.90)
Loss After Tax	(3,272.52)	(16,353.10)
Other Comprehensive Income	(29.59)	(35.74)
Loss for the year	(3,242.93)	(16,317.35)

2. STATE OF COMPANY AFFAIRS

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

• Revenue from operations decreased from Rs. 2,309.97 Lakhs to Rs. 24.97 Lakhs.

• Profit before Tax decreased from a Loss of Rs. (18,904.00) Lakhs to a Loss of Rs.(3,592.00) Lakhs.

• Net Loss decreased from a Loss of Rs. (16,317.35) Lakhs to a net Loss of Rs. (3,242.93) Lakhs.

3. RESERVES AND SURPLUS

Due to losses and the ongoing CIR process, the company has not proposed to carry any amount in reserve.

4. DIVIDEND

During the year under review, no dividend on the equity shares of the Company has been recommended. Your Company is under Corporate Insolvency Resolution Process (CIRP) and incurring losses, the Board of Directors (suspended during CIRP) does not recommend any dividend for the year 2022-2023.

5. SHARE CAPITAL

During the year under report, there was no change in the Company''s Authorized, issued, subscribed and paid-up equity share capital as on March 31, 2023.

The Paid-up Share Capital of the Company as on 31^st March, 2023 was Rs. 20,44,39,600 divided into 20,44,39,600 Equity Shares of Rs.1 each.

During the year under report, your Company has not issued any shares under any employee stock option schemes, sweat equity shares or any equity shares with differential rights, as to dividend, voting or otherwise. Further, the Company has not bought back its own securities, during the year under report.

6. REVISION OF FINANCIAL STATEMENTS:

None of the Financial Statements of the Company, pertaining to previous financial years were revised during the financial year under review.

7. BOARD MEETINGS

The Corporate Insolvency Resolution Process (CIRP) of the

Company has been in effect from

02.02.2022, as per the Orders passed by Hon''ble National Company Law Tribunal, Chandigarh Bench. The powers of the Board of Directors have been suspended during the CIRP period.

Pursuant to Regulation 15(2A) read with Regulation 17 of LODR Regulation, the Company is exempt from the provisions of Regulation 17 and 23, from holding requisite number of meetings in a year and composition of the Board of Directors, continuation of directorship of a nonexecutive director who has attained the age of seventy five years unless a special resolution is passed to that effect, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee.

Further, Section 17 of IBC, 2016 provides that, the powers of the board of directors of the Company shall stand suspended and be vested in and exercised by the RP. However, while the powers of the board of directors stand suspended, the directors are accountable for the actions done during their tenure. Also, as the directors continue to hold their respective positions/ designations in the Company, they are required to extend all assistance and cooperation to the RP, as required for managing the affairs of the Company including holding necessary meetings, filing DIR-3 KYC Form, and other compliance.

Further, as per Regulation 15(2A) of the SEBI (LODR) Regulations, 2015 the provisions specified in Regulations 17and 23 of the Listing Regulations shall not be applicable during the Corporate Insolvency Resolution Process ("CIRP") of the Company and the roles and responsibilities of the Board of Directors and the Committees, specified in the respective regulations of the Listing Regulations, shall be fulfilled by the RP.

The Board of Directors are required to hold at least four meetings every year to review and discuss the performance of the Company, its future plans, strategies and other pertinent issues relating to the Company. The members of the Board of Directors have not filed their DIR-3 KYC Form, resulting in deactivation of their Director Identification Number ("DIN"), resulting in their disqualification since

01.10.2023. Further, an application under Section 19(2) of IBC, 2016 is under adjudication before Hon''ble NCLT for seeking necessary cooperation from the Directors (exmanagement) including submission of material documents and records for smooth functioning of the process. But, due to delay in the compliances for previous years owing to non-cooperation by the management the subsequent compliances have also gotten delayed.

Here it is also important to highlight that, there are no business operations in the Company, resulting in no revenue generation and lack of funds. However, all

possible efforts are being made with the assistance of the members of CoC and persisting non-cooperation by the directors, to hold the meetings of the Board of Directors as required under LODR Regulations.

During the year under review, due to the ongoing CIRP, the meetings of the Directors were chaired by the Resolution Professional. Even though, the RP is exempted from holding minimum number of the meetings as per Regulation 15(2A), the RP has been thriving hard to make necessary compliances as required under LODR Regulations due to non-availability of complete records.

Accordingly, the meeting of the Board of Directors Chaired by the RPfthe Board of Directors stand suspended during CIRP while duties and accountability of the Directors still persists), for Submission of Unaudited Standalone Financial Results for the Second Quarter(Q-2) and six months ended 30^th September, 2021was held on 20.05.2022.

And the meeting of the Board of Directors Chaired by the RPfthe Board of Directors stand suspended during CIRP while duties and accountability of the Directors still persists), for Submission of Unaudited Standalone Financial Results for the Third Quarter(Q-3) and nine months ended on 31^st December, 2021was held on 11.06.2022.

And the meeting of the Board of Directors Chaired by the RPfthe Board of Directors stand suspended during CIRP while duties and accountability of the Directors still persists), for Submission of Audited Standalone Financial Results for the Fourth Quarter (Q-4) and year to date ended 31^st March, 2022 was held on 30.10.2022.

Due to persisting non-cooperation by the ex-management and resulting delay in holding meetings for the previous years have caused delay in holding meetings for the present year as well. However, the RP has been thriving hard to make necessary compliances as required under LODR Regulations.

8. COMMITTEES OF BOARD AND NUMBER OF BOARD COMMITTEES

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

1. Audit Committee

2. Nomination and remuneration committee.

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility (''CSR'') Committee

Pursuant to Regulation 15(2B) read with Regulation 17 of LODR Regulation, the Company is exempt from the provisions of Regulation 18, 19, 20, and 21 relating to formation of various Committees including Audit Committee, Nomination and Remuneration committee, and other committee meetings are not applicable to the Company during the CIRP. The Company has an Audit Committee and the composition and terms of reference of Audit Committee are in compliance with the provisions of Section 177 of the Companies Act, 2013, Listing Regulations and other applicable laws.

Further, Section 17 of IBC, 2016 provides that, the powers of the board of directors of the Company shall stand suspended and be vested in and exercised by the RP. However, while the powers of the board of directors stand suspended, the directors are accountable for the actions done during their tenure. Also, as the directors continue to hold their respective positions/ designations in the Company, they are required to extend all assistance and cooperation to the RP, as required for managing the affairs of the Company including holding necessary meetings, filing DIR-3 KYC Form, and other compliance.

Further, as per Regulation 15(2B) of the SEBI (LODR) Regulations, 2015 the provisions specified in Regulations 18, 19, 20, and 21 of the Listing Regulations shall not be applicable during the Corporate Insolvency Resolution Process ("CIRP") of the Company and the roles and responsibilities of the Board of Directors and the Committees, specified in the respective regulations of the Listing Regulations, shall be fulfilled by the RP.

Meetings of the Audit Committee are called in compliance with the provisions of applicable laws governing the Company, where matters are discussed and the recommendations of the members of the Audit Committee are taken note of by the Directors and the RP for the purpose of managing the operations of the Company as a going concern, ensuring company remains in compliance and for good corporate governance, subject to the provisions of the Code.

According to Regulation 18(2) the audit committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings. Further, the Company is required to declare the Financial Results, Quarterly, Half Yearly and Yearly. Accordingly, the financial results were reviewed by the Audit Committee and declared by the Board of Directors of the Company in compliance with LODR Regulation and Companies Act, 2013.

The RP chaired the Audit Committee Meeting for Submission of Unaudited Standalone Financial Results for the Second Quarter(Q-2) and six months ended 30^th September, 2021 which was held on 20.05.2022.

The RP chaired the Audit Committee Meeting for

Submission of Unaudited Standalone Financial Results for the Third Quarter(Q-3) and nine months ended on 31^st December, 2021which was held on 11.06.2022.

The RP chaired the Audit Committee Meeting for

Submission of Audited Standalone Financial Results for the Fourth Quarter (Q-4) and year to date ended 31^st March, 2022 which was held on 30.10.2022.

Due to persisting non-cooperation by the ex-management and resulting delay in holding meetings for the previous years have caused delay in holding meetings for the present year as well. However, the RP has been thriving hard to make necessary compliances as required under LODR Regulations.

Further, no Nomination and Remuneration Committee Meeting, Stakeholders Relationship Committee Meeting, Risk Management Committee Meeting and Corporate Social Responsibility Committee Meeting could be held during the reporting period 01.04.2022-31.03.2023.

9. DISCLOSURE ON AUDIT COMMITTEE

Vikas WSP Limited has a qualified and independent Audit Committee. The Company complies with the provisions related to Audit Committee and SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013. During the year under review, there was a change in the composition of the Audit Committee.

The composition of the Audit Committee as on March 31, 2023 is as under:

S. No.	Name of Committee members	DIN	Category
1.	Mr. Baljinder Singh	09425377	Executive Director, Member
2.	Mr. Vishanudutt	09347447	Non-Executive -Independent Director, Member
3.	Mr. Anandilal	09347487	Non-Executive -Independent Director, Chairperson

All Members of the Committee are financially literate. For more details thereof kindly refer to the section Committees of the Board - Audit Committee'', in the Corporate Governance Report.

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

10. STAKEHOLDERS RELATIONSHIP COMMITTEE & NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee and Stakeholder''s Relationship Committee constituted by the Board of Directors to deal with the matters as specified in the reference given to the respective committees.

The details of roles, powers and meetings of the Committees held during the financial year under review along with the attendance of members thereof and status of grievances received from various stakeholders during the financial year are furnished in the Corporate Governance Report Section of Board''s Report.

11. RISK MANAGEMENT

Risk management is embedded in Vikas WSP Limited''s operating framework. The Company believes that managing risks goes hand-in-hand with maximizing returns. To this effect, there is a robust process in place to identify key risks across the Group and prioritize relevant action plans to mitigate these risks.The risk Management framework is reviewed periodically by the Board and the Audit & Risk Management Committee, which includes discussing the management submissions on risks, prioritizing key risks and approving action

plans to mitigate such risks.

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

The Internal Audit function is responsible to assist the Audit & Risk Management Committee on an independent basis with full status of the risk assessments and management.

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

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

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company did not make any provision for CSR in the Reported financial year 2022-2023 due to financial losses.

During the current year, The Company has no liability towards the Corporate Social responsibility expenditure. The Company has a CSR policy attached in Annexure-I

13. DISCLOSURE OF COMMISSION PAID TO MANAGE OR WHOLE-TIME DIRECTORS

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

14. DIRECTORS& KEY MANAGERIAL PERSONNEL

The directors and KMP of the company as on March 31, 20??. are as under¹

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive

S. No.	Name	DIN	Designation	Date of Appointment	Date of Resignation
1.	Pawan Singla	08913655	Executive Director	12.10.2020	N.A.
2.	Buta Singh	09425405	Executive Director	07.12.2021	N.A.
3.	Baljinder Singh	09425377	Executive Director	10.12.2021	N.A.
4.	Vishanudutt	09347447	Non-Executive Independent Director	05.10.2021	N.A.
5.	Anandilal	09347487	Non-Executive Independent Director	05.10.2021	N.A.
6.	Suman Devi	09425407	Non-Executive Independent Director	21.12.2021	N.A.
7.	Gunjan Kumar Karn	N.A.	Company Secretary cum Compliance Officer	05.09.2016	N.A.

15. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no significant events, changes occurred between the end of the financial year and till the date of this report which would materially affect the financial position of the Company except initiation of Corporate Insolvency Resolution Process (CIRP) w.e.f. 2^nd February 2022 which has been described in detail hereinabove.

16. BOARD EVALUATION

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

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

As the Company under CIRP from 02.02.2022, the powers of the Board of Directors remained suspended. The affairs of the Company were being conducted by RP.

17. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of independence, as prescribed under Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) and 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"). The Independent Directors have also confirmed that they have complied with the Company''s code of conduct.

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

(i) Mr. Anandilal

(ii) Mr. Vishanudutt

(iii) Mr. Suman Devi

The above three Directors of the Company gave statement pursuant to section 149 of the Companies Act, 2013 at the Board Meeting held on May 20, 2022 for the year 20222023. The same was considered and approved by the Board. The Statements is annexed as Annexure-II to this report.

18. SEPARATE MEETING OF INDEPENDENT DIRECTOR

The Company has no any held a separate meeting of Independent Director. The Company admits in NCLT as on 02.02.2022. Consequently, after 02.02.2022 no Independent director meeting happened.

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

The Company strives to maintain an appropriate combination of executive, non-executive and independent Directors subject to Minimum of 3 and a Maximum of 12 Directors including at least one Women Director in compliance with the legal requirements.

The Nomination and Remuneration Committee of the Company leads the process for Board Appointment in accordance with the requirements of the Companies Act, 2013, SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 and other applicable regulations or policy guidelines.

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

20. EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92 and Section 134(3) (a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the extracts of Annual Return for the financial year 2022-2023 of the Company in Form MGT-9 is annexed herewith as Annexure-IV to this report. An extract of the annual return of the Company has been placed on the website of the Company and can be accessed at https:// vikaswspltd.in/wp-content/uploads/2024/08/MGT-9-2022-2023.pdf under the investor information section.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section forming part of this Annual Report as Annexure-V.

22. CORPORATE GOVERNANCE

Corporate Governance is the application of best Management Practices, Compliance of Laws in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders i.e. shareholders, management, employees, customers, vendors, regulators

and the community at large. Your company places prime importance on reliable financial information, integrity, transparency, empowerment and compliance with the law, in letter and spirit.

The regulators have also emphasized on the requirement of good corporate governance practices in corporate management.

Compliance of Corporate Governance provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year 2022-2023 has been provided in the Corporate Governance Report.

A Certificate from M/s Seema Sharma & Associates, Practicing Company Secretary of the Company, confirming compliance of Corporate Governance, as stipulated under the Para E of Schedule V of the Listing Regulations, is annexed as Annexure-VI to this report.

Certificate of the CEO/CFO/RESOLUTION PROFESSIONAL CERTIFICATION, inter-alia, confirming the correctness of the financial statements, compliance with the Company''s Code of Conduct, adequacy of the internal control measures and reporting of matters to the auditors and the Audit Committee in terms of Regulation 17 of the Listing Regulations is attached in the Corporate Governance report and is annexed as Annexure-VII to this report.

The Company has not The Chief Financial Officer (CFO) & Chief Executive Officer (CEO) therefore the certificate in terms of the Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) issued by Darshan Singh Anand, Resolution Professional (Reg. No. IBBI/IPA-002/IP-N00326/2017-18/10931).

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

a) Details of Board & Committee Meetings

b) Composition of Sustainability & Corporate Social Responsibility Committee

c) Whistle Blower Policy (Vigil Mechanism)

d) Appointment & Remuneration Policy (for Directors, Key Managerial Personnel, Senior Management and other Employees of the Company) pursuant to the

provision of Section 178 of the Act read Regulation 19 of the Listing Regulations)

e) Performance Evaluation criteria of the Board, its Committees & individual Directors

23. RESPONSIBILITY STATEMENT UNDER SECTION 134(5)

Pursuant to Section 134(5) of the Companies Act, 2013, based on internal financial controls, work performed by the internal, statutory, cost and secretarial auditors and external agencies, the reviews performed by the management and with the concurrence of the RP, that for the year ended 31^st March 2023, the confirmation is hereby given for the Company having:

a) Followed in the preparation of the annual accounts, the applicable accounting standards with proper explanation relating to material departures;

b) 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) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) Prepared the annual accounts on a going concern basis;

e) Laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) Devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate, operating effectively and the same are being strengthened on a continuous basis from time to time.

Note: Since the Company is under CIR Process, the management of the affairs of the Company is vested with Resolution Professional and the Directors of the Company are required to continue performing their duties and roles and extend necessary cooperation and support to the RP. Accordingly, the above mentioned duties and responsibility of Directors have been performed by directors under the overall supervision/direction of RP of the Company w.e.f. 02^nd February 2022.

24. LOANS, GUARANTEES AND INVESTMENT

During the financial year 2022-2023 under review, the Company has not given any loan or guarantee or made any investment in terms of Section 186 of the Companies Act,

2013. The details of the investments made by the company are given in the notes to the Financial Statements.

25. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013,including rules made thereunder.

26. CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE OUTGO

In terms of Section 134(3)(m) of the Companies Act, 2013read with Rule 8 of Companies (Accounts) Rules,

2014, a statement containing details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in the manner as prescribed under the Companies(Accounts) Rules, 2014, is given in Annexure -VIII here to and forms part of this Report.

27. FIXED DEPOSITS

During the year under review, the Company had not invited or accepted any fixed deposits from public under Chapter V of the Companies Act, 2013 and the Rules made thereunder.

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

There are no material changes and Commitments affecting the Financial Position of the Company between the end of Financial Year and date of this report except the Hon''ble NCLT order(s) related to matters under CIRP.

29. PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration of Directors u/ s197(12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014is Annexed as Annexure IX to this report.

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

30. ANNUAL BOARD EVALUATION AND FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

A note on the familiarization programmer adopted by the Company for orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and the

Listing Regulations is provided in the Report on Corporate Governance, which forms part of this Report.

31. INDEPENDENT DIRECTOR FAMILARISATION PROGRAMME

The Company has arranged a familiarization program for Independent Directors of the Company and details has been provided on Company website on the following link:-https://vikaswspltd.in/investor-information

32. VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Company has established a vigil mechanism under section 177(9) of Companies Act, 2013 and Regulation 22 of the SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 and has adopted the "Vigil Mechanism/Whistle Blower Policy" of the Company. As per the policy objective, the Company encourages its employees who have concerns about suspected misconduct, to come forward and express these concerns without fear of punishment or unfair treatment. A vigil mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director/Chairman of the Audit Committee in exceptional cases. Such policy is made available on the website of the Companyhttp://vikaswspltd.in/wp-content/uploads/2019/08/VIGIL-MECHANISM-AND-WHISTLE-BLOWER-POLICY.pdf

33. RELATED PARTY TRANSACTIONS

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

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

The Company was admitted under the Corporate Insolvency Resolution Process by NCLT as on 02.02.2022.

Section 188 of Companies Act, 2013 read with Regulation 23(9) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 lays down the rules and regulations regarding transactions between a company and its related parties, such as directors, key managerial personnel, or

their relatives, to ensure transparency and prevent any potential conflicts of interest in such transactions.

As the company is under CIRP with no business operations, it was noted that no related party transaction has been entered with any group company during the period under review. However, the expenses incurred and/ or transactions underwent during the period from 01.04.2022 to 31.03.2023, by the company were duly disclosed and the required Related Party Disclosure was filed.

34. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

There were no instances where the Company failed to implement any corporate action within the specified time limit.

35. SIGNIFICANT AND MATERIAL ORDERS PASSEDBY THE REGULATORS/ COURTS/ TRIBUNALS

There are no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future. However-

1. A petition for initiation of Corporate Insolvency Resolution Process filed by Bank of India has been admitted against the Company vide NCLT, Chandigarh bench order dated 02.02.2022 and Mr. Darshan Singh Anand (IP Registration No. IBBI/IPA-002/ IP-N00326/2017-2018/10931 having address at C/o Stellar Insolvency Professionals LLP 310, New Delhi House, 27, Barakhamba Road, New Delhi -110 001 (Email- [e-mail]) has been appointed as Interim Resolution Professional by NCLT, Chandigarh Bench.

36. DISCLOSURE UNDER SEXUAL HARASSMENT OFWOMEN AT THE WORKPLACE (PREVENTION,PROHIBITION & REDRESSAL) ACT, 2013

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

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

At Vikas WSP Limited, every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Courtesy. The Direct Touch (Whistle-Blower & Protection Policy) policy provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The policy also includes misconduct with respect to discrimination or sexual harassment.

The Company also has in place Prevention of Sexual Harassment Policy''. This Anti-Sexual Harassment policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All

employees (permanent, contractual, temporary and trainees) are covered under this policy.

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

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

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

37. SUSPENSION OF SECURITIES OF THE COMPANY

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

38. INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. The production/manufacturing processes are closed since September 2020.

39. STATUTORY AUDITORS:

At the 33^rd Annual General Meeting (AGM) of the Company held on September 30, 2021, M/s AK Chadda & Co., Chartered Accountants, (Firm Registration No.: 008683N), were re-appointment and have confirmed their eligibility under the provisions of Chapter X of the Act read with the Companies (Audit and Auditors) Rules, 2014 (as amended), be and are hereby appointed as Statutory Auditors of the Company for a term of 5 (five) years, from the conclusion of 33^rdAnnual General Meeting till the conclusion of the 38^thAnnual General Meeting and they shall conduct the Statutory Audit for period ended 31^stMarch 2022 , 31^st March 2023, 31^stMarch 2024, 31^st March 2025 & 31^st March 2026.

The Said appointment is subject to ratification by the members at every AGM. Accordingly, the Appointment of M/s AK Chadda & Co., Chartered Accountants, as the Company''s Statuary Auditors, is placed for ratification by the members. The Company has received a certificate from the Statutory Auditor to the effect that ratification of their appointment, if made shall be in accordance with the provisions of Section 141 of the Companies Act, 2013. In terms of Section 40 of the Companies (Amendment) Act, 2017 notified on May 7, 2018 as per the Notification issued by Ministry of Corporate Affairs, Govt. of India [File No.1/1/2018-CL.I dated May 07, 2018]., the requirement for ratification of Appointment of Statuary Auditors by members at every Annual General Meeting has been

omitted and accordingly, members approval is not required for ratification of their appointment annually.

The report of the Statutory Auditors M/s AK Chadda& Co. alongwith notes to Schedules is enclosed to this report. The observations made in the Auditors'' Report are selfexplanatory and therefore do not call for any further comments.

40. SECRETARIAL AUDITORS

The Company had appointed M/s Priyam & Associates, Company Secretaries, to conduct its Secretarial Audit for the Financial Year ended March 31, 2023. The Secretarial Auditors have submitted their report for compliance of the provisions of applicable Corporate Laws and other applicable Lows on the Company. The Report on Secretarial Audit is self-explanatory on compliances and attached as Annexure-XI-A to this report.

Secretarial Compliance Report Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated February 08, 2019, in addition to secretarial audit, Annual Secretarial Compliance Report given by M/s Priyam & Associates, Company Secretaries on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder is annexed as Annexure-XI-B.

Further, pursuant to above said SEBI circular, listed entities shall additionally, on an annual basis, require a check by the Practicing Company Secretary on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, consequent to which, the Practicing Company Secretary shall submit a report to the listed entity in the manner specified in this circular. The Company has obtained annual secretarial compliance report from Priyam Gupta of M/s Priyam & Associates, Company Secretaries for the financial year ended march 31, 2023 and same has been submitted to the stock exchanges within the stipulated time, copy of which is appended to the Report on Annual Report.

41. INTERNAL AUDIT & FINANCIAL CONTROL

The Company had appointed M/s Deviyal K. & Co., Chartered Accountant (Firm Registration No. - 009722N and M.No.- 088451) having office at 1125, Sector: 11, Panchkula., (Haryana) 134112 as an internal auditor of the Company for the financial year 2022-2023. They conducted their audit on a quarterly basis. The Board of Director considers its recommendations and plan Company''s further strategies accordingly. Their scope of work includes a review of processes for safeguarding the assets of the Company, a review of operational efficiency, the effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditor''s findings are discussed with the process owners and suitable corrective actions are taken as per the directions of the Audit Committee on an ongoing basis to improve efficiency in operations.

42. APPRECIATION

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

43. CFO CERTIFICATION

The Certificate required under Regulation 17(8) of the Listing Regulations, duly signed by the RP of the Company, because the Company has not CFO during the FY 20222023. The same is provided as Annexure VII to this report.

44. GREEN INITIATIVES

Electronics copies of the Annual Report 2022-2023 and the Notice of the 35^th Annual General Meeting are sent to all members whose email addresses are registered with the Company/ depositary participants. For members who have not registered their email address, physical copies are sent in the permitted mode.

45. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/ behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as the "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company''s website www.vikaswspltd.in.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

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

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

Your company has formulated a code of conduct for the prevention of Insider Trading in the Company''s Securities

("Code") in accordance with SEBI (Prohibition of Insider Trading) Regulation, 2015. The Objective of this code is to protect the interest of Shareholders at large, to prevent misuse of any price-sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Designated Persons. Mr. Gunjan Kumar Karn, Company Secretary and Compliance Officer of the Company are authorized to act as Compliance Officer under the Code.

47. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

48. GENERAL:

The RP confirm that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the financial year 2022-2023:

(i) Issue of equity shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares or Stock options) to employees of the Company;

(iii) non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

(iv) Certificate of Non-disqualification of Directors pursuant to Regulation 34(3) of SEBI(LODR), 2015 is given in Annexure - VIII to the Director Report

49. ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation for the cooperation and assistance received from Shareholders, Debenture Holders, Bankers, Financial Institutions, Regulatory Bodies, government Authorities, debenture trustees, customers and other business constituents during the year under review. The Directors express their sincere thanks to the Resolution Professional and Committee of Creditors of the Company for continuous support during the year. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff and look forward to their continued support in future.

---

Mar 31, 2018

DIRECTORS'' REPORT TO THE MEMBERS Dear Shareholders,

The Directors present the 30^th Annual Report on the business and operations of the Company, together with the Audited Annual Financial Statements for the financial year ended March 31, 2018.

1. FINANCIAL HIGHLIGHTS

In compliance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations), the Company has prepared its standalone financial statements as per Indian Generally Accepted Accounting Principles (IGAAP) for the F.Y. 2017-18. The Standalone financial highlights of the Company operations are as follows:

Standalone Financial Highlights (IGAAP) (Amount in Lakhs)

Particulars	2017-2018	2016-2017
Revenue from operations	69,629.78	19,363.86
Other Income	487.55	484.74
Total expenditure	67,543.81	29,339.04
Finance cost	4,645.14	4,477.85
Depreciation and amortization expenses	3,470.77	3,470.31
Loss before tax	2,573.52	(9,490.42)
Exceptional Items	-	-
Loss after Exceptional Items	2,573.52	(9,490.42)
Tax expenses	(322.18)	(1,091.68)
Loss for the year	2,895.70	(8,431.50)

2. STATE OF COMPANY AFFAIRS

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

- Revenue from operations increased from Rs. 19,848.60 Lacs to Rs. 70,117.33 Lacs.

- Loss Before Tax increased from Loss of Rs. (9,490.42) Lacs to Profit of Rs. 2,573.52 Lacs.

- Net Profit increased from a Loss of Rs. (8,431.50) Lacs to a net Profit of Rs. 2,895.70Lacs.

3. GOODS AND SERVICE TAX (GST) -IMPLEMENTATION AND IMPACT

The year 2017-18 started with biggest ever tax reform since independence, rolled out by Government of India on 1^st July 2017, i.e. implementation of Goods and Service Tax (GST), followed by changes in GST rates through various notifications in November, 2017. GST implementation has introduced a single system of taxation across the nation absorbing most of the Indirect Taxes. GST is touted to simplify doing business in India, allowing supply chains to be integrated and aligned, as also providing greater transparency. However, the initial implementation phase alike all other industries remained challenging.

Though expecting this new Tax regime to be a game changer for Indian Economy, your Company has stabilized the processes adequately for compliance of

law and is embracing this reform positively that unifies India into one market.

4. RESERVES AND SURPLUS

The Company has not transferred any amount to the General Reserve for the financial year ended March 31, 2018.

5. DIVIDEND

The Board of Directors (the "Board") has not recommended any dividend for the financial year ended March 31, 2018.

6. SHARE CAPITAL

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

At the beginning of the financial year 2017-2018, the issued and paid up share capital of the Company was Rs. 13,74,39,600/- divided into 13,74,39,600 equity shares of face value of Re. 1/- each and at the ending of the financial year ended March 31, 2018, the issued and paid up share capital of the Company was Rs. 19,44,39,600/- divided into 19,44,39,600 equity shares of face value of Re. 1/- each

- The members of the Company in their extra ordinary general meeting held on April 21, 2017 have approved the issue of 5,10,00,000 equity shares to qualified investors (other than promoters) and 170,00,000 equity shares to promoters, on a preferential basis at Rs. 10/- per share (including premium of Rs.9/- per equity share).

- The Company had applied for in-principle approval of allotment of these equity shares to the Bombay Stock Exchange ("the stock exchange").The Company has received in-principle approval from the stock exchange vide its letter no. DCS/PREF/ SD/PRE/1947/2017-2018 granted on May 25,

2017 to allot 5,10,00,000 equity shares to qualified investors (other than promoters) and 85,00,000 equity shares to promoters, on a preferential basis, with certain ratification to be made in next general meeting.

- Pursuant to and in terms of shareholders'' approval dated April 21, 2017 and in terms of Chapter VII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009, as amended (ICDR Regulations), the Company, on June 08, 2017, had allotted 4,85,00,000 of Rs, 1 each at premium of Rs. 9/- per equity shares (i.e. Rs. 10 including premium) fully paid aggregate amounting to Rs. 48.50.00.000(Rupees Fourty Eight Crores Fifty Lakhs only) on preferential basis to the qualified investor(Other than Promoter) and allotted

\”85.00.000 of Rs, 1 each at premium of Rs. 9/- per equity shares (i.e. Rs. 10 including premium) fully paid aggregate amounting to Rs. 8,50,00,000(Rupees Eight Crores Fifty Lakhs only) on preferential basis to the Promoter.

Consequent to the said allotment the issued and paid up share capital of the Company was enhanced to Rs. 19,44,39,600/- divided into 19,44,39,600 equity shares of face value of Re. 1/- each.

These shares are subject to lock-in of 3 year for Promoter and 1 years for qualified investor(Other than Promoter) as per SEBI (ICDR) guidelines. The Details are Given below.

Further, during the year under review there was no change in the authorized share capital of the Company.

- The members of the Company in their Annual General Meeting held on September 30, 2017 have approved the issue of 25,00,000 equity shares to qualified investors (other than promoters) and 85,00,000 equity shares to promoters, on a preferential basis at Rs. 12/- per share (including premium of Rs.11/- per equity share)..

However, due to non-receipt of requisite approval from Bombay Stock Exchanges, the Company could not allot the shares to the proposed allottees.

7. EMPLOYEE STOCK OPTIONS

The members of the Company in their extra ordinary general meeting held on April 21, 2017 have approved the issue of 1,00,00,000 equity shares of Re.1/- each (face value) to its permanent employees (excluding employees of its subsidiary) under Vikas Employee Stock Option Plan 2017 (ESOP 2017). The Company had applied for in-principle approval of allotment of these equity shares to the Bombay Stock Exchange ("the stock exchange"). The Company has received in-principle approval from the stock exchange vide its letter no. DCS/IPO/ST/ESOP-IP/1918/2017-2018 granted on May 18, 2017 to issue and allot a maximum of 100,00,000 equity shares which are likely to arise out of exercise of options as and when exercised under the scheme.

During the year the Company under review, on November 14, 2017, the Company had granted 1,00,00,000 Stock Options to the 923 Employees of the Company. (Subject to satisfaction of the Performance criteria) under "Vikas Employees Stock Option Plan-2017". All these schemes are in compliance with SEBI (Share Based Employee Benefits) Regulation 2014.

8. BOARD MEETINGS

During the financial year ended March 31, 2018, 10 (Ten) meetings of the Board of Directors were held as against the statutory minimum requirement of 4 (Four) meetings as per provision of Section 173 of Companies Act, 2013 and Secretarial Standard. None of the two Board Meetings have a gap of more than 120 days between them. The dates of board meeting are mentioned below:

S. No.	Types of Meeting	Date
1.	Board Meeting	25.04.2017
2.	Board Meeting	30.05.2017

S. No.	Name	Allottees Type	Amount	Lock In
1.	Bimla Devi Jindal	Promoter	85,00,000	Upto 30.11.2020
2.	Munni Devi Goyal prop. of M/s Gopi Ram Lalit Kumar	Other than Promoter	1,70,00,000	Upto 30.11.2018
3.	Hanuman Parsad Goyal Prop. of M/s Goyal Enterprises	Other than Promoter	1,70,00,000	Upto 30.11.2018

4.	Naveen	Other	1,45,00,000	Upto
	Goyal Prop.	than		30.11.2018
	of M/s Navin	Promoter
	Trading
	Company

3.	Board Meeting	08.06.2017
4.	Board Meeting	14.08.2017
5.	Board Meeting	17.08.2017
6.	Board Meeting	29.08.2017
7.	Board Meeting	04.09.2017
8.	Board Meeting	14.11.2017
9.	Board Meeting	10.02.2018
10.	Board Meeting	31.03.2018

director.

12. INTERNATIONAL QUALITY STANDARDS AND THEIR CERTIFICATIONS-

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

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

(B) Hazards Analysis of Critical Control Points (HACCP)-

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

Physical

Chemical

Microbial

(C) Good Manufacturing Practices (GMP)

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

13. DIRECTORS

Pursuant to the provisions of section 149 of the Act, Mr. Ram Awtar Mittal (DIN: 02303734), Mr. Vishnu Bhagwan (DIN: 00605506), Mr. Kishan Lal (DIN: 01878703) and Mr. Neeraj Chhabra (DIN: 06467189), were appointed as independent directors at the annual general meeting of the Company held on September 30, 2014. They have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

None of the directors of the Company is disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. The directors of Vikas WSP Limited have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Hereinafter referred as "Listing Regulations").

At the ensuing Annual General Meeting, Mrs. Kamini

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

9. COMMITTEES OF BOARD AND NUMBER OF BOARD COMMITTEES

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

1. Audit Committee

2. Nomination and remuneration committee.

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility (''CSR'') Committee

All the recommendations made by Committees of Board including the Audit & Risk Management Committee were accepted by the Board. A detailed update on the Board, its composition, detailed charter including terms and reference of various Board Committees, number of Board and Committee meetings held during F.Y. 20172018 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Report

10. FUTURE PROSPECTS

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

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

There is no commission paid or payable by your company to the Managing Director or the whole time chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

17. DECLARATION BY INDEPENDENT DIRECTORS

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

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

- Sh. Neeraj Chhabra

- Sh. Ram Awtar Mittal

- Sh. Vishnu Bhagwan

- Sh. Kishan Lal

The above four Directors of the Company gave statement pursuant to section 149 of the Companies Act, 2013 at the Board Meeting held on May 28, 2018 for the year 2017-18. The same was considered and approved by the Board. The Statements is annexed as Annexure-I to this report.

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

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

The Nomination and Remuneration Committee of the Company leads the process for Board Appointment in accordance with the requirements of the Companies Act, 2013, SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 and other applicable regulations or policy guidelines.

During the previous year under review the Company has adopted the Nomination and Remuneration Policy for Directors, KMPs and Other Employees. The policy is available on website of the Company i.e. www. vikasguargum.com .The Nomination and Remuneration policy of the Company is attached in Annexure II to this Report.

19. EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92 and Section 134(3)

(a) of the Companies Act, 2013 read with Rule 12 of

Jindal (DIN:- 05268741), Director of the Company is liable to retire by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company and being eligible, offers himself for re-appointment as director in 30^th AGM of the Company. The Board of Directors recommended the reappointment for the consideration for the shareholders in ensuring AGM.

14. KEY MANAGERIAL PERSONNEL

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

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

15. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

16. BOARD EVALUATION

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

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the

Companies (Management and Administration) Rules,

2014, the extracts of Annual Return of the Company in Form MGT-9 is annexed herewith as Annexure-III to this report.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V thereto, Management Discussion and Analysis Report has been appended separately, which forms part of this Report and the Annual Report.

21. CORPORATE GOVERNANCE

Corporate Governance is the application of best Management Practices, Compliance of Laws in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders i.e. shareholders, management, employees, customers, vendors, regulators and the community at large. Your company places prime importance on reliable financial information, integrity, transparency, empowerment and compliance with the law, in letter and spirit.

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

At Vikas WSP Limited, Corporate Governance is more a way of business than a mere legal obligation. Besides complying with the prescribed Corporate Governance practices as per the Listing Regulations the Company has voluntarily adopted various practices of governance confirming to highest ethical and responsible standard of business, globally benchmarked.

Compliance of Corporate Governance provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year 2016-17 has been provided in the Corporate Governance Report.

A Certificate from M/s Ravinder Gupta & Associates,

Practicing Company Secretary of the Company, confirming compliance of Corporate Governance, as stipulated under the Listing Regulations, is annexed as Annexure-V to this report.

Certificate of the CFO, 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 auditors and the Audit committee in terms of Regulation 17 of the Listing Regulations is attached in the Corporate Governance report, and forms part of this report.

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

a) Details of Board & Committee Meetings

b) Composition of Sustainability & Corporate Social Responsibility Committee

c) Whistle Blower Policy (Vigil Mechanism)

d) Appointment & Remuneration Policy (for Directors, Key Managerial Personnel, Senior Management and other Employees of the Company) pursuant to the provision of Section 178 of the Act read Regulation 19 of the Listing Regulations)

e) Performance Evaluation criteria of the Board, its Committees & individual Directors

22. DIRECTOR RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) read with Section 134(5), your directors state that the audited financial statements of the Company for the financial year 2017-18 are in full conformity with the requirements of the Companies Act, 2013 and have been audited by its Statutory Auditors.

Your directors further state that: -

I) In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards had been followed and there is no material departure from the same;

II) 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 ended March 31, 2018 and of the profit of the Company for the year ended on that date;

III) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision

of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV) The Directors had prepared the annual accounts on the ''going concern basis'';

V) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

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

23. LOANS, GUARANTEES AND INVESTMENT

During the financial year 2017-2018 under review, the Company has not given any loan or guarantee or made any investment in terms of Section 186 of the Companies Act, 2013.

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

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO

In terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, a statement containing details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in the manner as prescribed under the Companies (Accounts) Rules, 2014, is given in Annexure - VI hereto and forms part of this Report.

26. FIXED DEPOSITS

During the year under review, the Company had not invited or accepted any fixed deposits from public under Chapter V of the Companies Act, 2013 and the Rules made there under.

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

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

28. TRANSFER OF UNCLAIMED AND UNPAID DIVIDEND AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of section 124 and 125 of the Companies Act, 2013, the amounts that remained unclaimed and unpaid for more than 7 years from the date they first became due for payment, should be transferred to IEPF.

As an investor-friendly measure, your Company has been intimating the respective shareholders and investors to encash their dividend warrant or lodge their claim for payment of due, if any, from time to time and claims made are settled. As per the statutory requirements, unclaimed dividend for the previous seven years as of the date of the Annual General Meeting are made available on the website of MCA-IEPF.

Pursuant to the provisions of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, with the Ministry of Corporate Affairs.

The dividend pertaining to 2008-09, which remained unclaimed/unpaid amounting to 21,18,300(in respect of 7,191 shareholders), was transferred to IEPF on January 06, 2018, after the settlement of claims by members received in response to the individual reminder letters sent by your Company to the respective members.

The dividend pertaining to 2009-10, which remained unclaimed/unpaid amounting to 19,21,101(in respect of 6,298 shareholders), was transferred to IEPF on January 18, 2018, after the settlement of claims by members received in response to the individual reminder letters sent by your Company to the respective members.

The dividend pertaining to 2010-11 remaining unclaimed and unpaid, amounting to 1,10,95,40.25 would be transferred to IEPF during April 2019 after settlement of the claims received up to the date of completion of seven years i.e. on April 04, 2019.

The dividend pertaining to 2011-12 remaining unclaimed and unpaid, amounting to 2,57,68,30 would be transferred to IEPF during October 2019 after settlement of the claims received up to the date of completion of seven years i.e. on October 30, 2019.

29. INTERNAL AUDIT & FINANCIAL CONTROL

The Company had appointed M/s Sanjay Goyal & Associates as an internal auditor of the Company for the financial year 2017-18. They conducted their audit on quarterly basis. The Board of Director considers its recommendations and plan Company''s further strategies accordingly. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

30. particulars of employees

Disclosures relating to remuneration of Directors u/s 197(12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is Annexed as Annexure VII to this report.

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

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company did not made any provision for CSR in the Reported financial year 2017-18 due to financial losses. However, the management is already under process to implement a medical education facility in the local area and the earlier year CSR Amount will be used in this program. The Current years calculation sheet for CSR amount is annexed as Annexure-VIII to this report.

32. ANNUAL BOARD EVALUATION AND FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

A note on the familiarization programmer adopted by the Company for orientation and training of the Directors, and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations is provided in the Report on Corporate Governance, which forms part of this Report.

33. INDEPENDENT DIRECTOR FAMILARISATION PROGRAMME

The Company has arranged a familiarization program for Independent Directors of the Company and details has been provided on Company website on the following link:-http://www.vikasguargum.com/familirasitionprogramme-WSP.docx

34. ANNUAL REPORT

In terms of the provision of Section 136(1) of the Companies Act, 2013, Rule 10 of Companies (Accounts of Companies) Rules, 2014 and Regulation 36 of the Listing Regulations, the Board of Directors has decided to circulate the Annual Report containing salient features of the balance sheet and statement of profit and loss and other documents to the shareholders for FY 2017-18, who have not registered their e-mail id. The Annual Report is being circulated to the members excluding Annexure to the Board Reports viz. ''Policy on Nomination, Remuneration and Board Diversity'', ''Secretarial Audit Report'', ''Report on Corporate Governance and Auditor Certificate on compliance of conditions of Corporate Governance'', Extract of Annual Return, Note on Energy Conservation Technology Absorption and Foreign Exchange Earnings & Outgo'' and ''Disclosures relating to remuneration u/s 197(12) read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014. Members who desire to obtain the full version of the report may write to the Company Secretary at the Corporate office address and will be provided with a copy of the same. Full version of the Annual Report will also be available on the Company''s website www.vikasguargum.com .

35. VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Company has established a vigil mechanism under section 177(9) of Companies Act, 2013 and Regulation 22 of the SEBI(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 and has adopted the "Vigil Mechanism/Whistle Blower Policy" of the Company. As per the policy objective, the Company encourages its employees who have concerns about suspected misconduct, to come forward and express these concerns without fear of punishment or unfair treatment. A vigil mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director/Chairman of the Audit Committee in exceptional cases. Such policy is made available on the website of the Company.

36. RELATED PARTY TRANSACTIONS

During the year under review, the Board has adopted a policy to regulate the transactions of the Company with its related parties. As per policy, all related party transactions require prior approval of the Audit Committee and Board of Directors of the Company. Prior approval of the shareholders of the Company is also required for certain related party transactions as prescribed under Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The said policy is available on the Company''s website viz. www.vikasguargum.co

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

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

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

38. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

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

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

At Vikas WSP Limited, every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Courtesy. The Direct Touch (Whistle-Blower & Protection Policy) policy provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The policy also includes misconduct with respect to discrimination or sexual harassment.

The Company also has in place ''Prevention of Sexual Harassment Policy''. This Anti-Sexual Harassment policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

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

The following is a summary of sexual harassment complaints received and disposed off during the year: assessments and management.

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

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

41. INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting eff orts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

42. DISCLOSURE ON AUDIT COMMITTEE

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

The Company complies with the provisions related to Audit Committee and SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013. The composition of the Audit Committee as on March 31, 2018 is as under:

All Members of the Committee are financially literate. For more details thereof kindly refer to the section ''Committees of the Board - Audit Committee'', in the Corporate Governance Report.

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

43. AUDITORS:

In terms of the provisions of Section 139 of the Companies Act, 2013, M/s S. Prakash Aggarwal &

Co, Chartered Accountants, were appointed as the Company''s Statutory Auditors by the shareholders in the AGM held on 30 September 2015, for a period of

39. SUSPENSION OF SECURITIES OF THE COMPANY

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

40. risk management

Risk management is embedded in Vikas WSP Limited operating framework. The Company believes that managing risks goes hand-in-hand with maximizing returns. To this effect there is a robust process in place to identify key risks across the Group and prioritize relevant action plans to mitigate these risks. Risk Management framework is reviewed periodically by the Board and the Audit & Risk Management Committee, which includes discussing the management submissions on risks, prioritizing key risks and approving action plans to mitigate such risks.

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

The Internal Audit function is responsible to assist the Audit & Risk Management Committee on an independent basis with a full status of the risk

S. No.	Name of Committee members	DIN	Category
1.	Mrs. Kamini Jindal	05268741	Executive Director, Member
2.	Mr. Neeraj Chhabra	06467189	Non-Executive -Independent Director, Member
3.	Mr. Ram Awtar Mittal	02303734	Non-Executive -Independent Director, Chairperson

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

Five years i.e. till the Annual General Meeting to be held in 2020.

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

In terms of Section 40 of the Companies (Amendment) Act, 2017 notified on May 7, 2018 as per the Notification issued by Ministry of Corporate Affairs, Govt. of India [File No.1/1/2018-CL.I dated May 07, 2018]., the requirement for ratification of Appointment of Statuary Auditors by members at every Annual General Meeting has been omitted and accordingly, members approval is not required for ratification of their appointment annually.

The Board has duly examined the statutory auditor''s Report to the financial statements, which is self-explanatory. Clarifications, wherever necessary, have been included in the Notes to financial statements section of the Annual Report.

44. SECRETARIAL AUDITORS

The Company had appointed M/s. Ravinder Gupta & Associates, Company Secretaries, to conduct its Secretarial Audit for the Financial Year ended March 31, 2018. The Secretarial Auditors have submitted their report for compliance of the provisions of applicable Corporate Laws and other applicable Lows on the Company. The Report on Secretarial Audit is self-explanatory on compliances and attached as Annexure-X to this report.

45. APPRECIATION

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

46. CFO CERTIFICATION

The certificate required under Regulation 17(8) of the Listing Regulations, duly signed by the CFO of the Company was placed before the Board. The same is provided as Annexure XI to this report.

47. GREEN INITIATIVES

Electronics copies of the Annual Report 2017-18 and the Notice of the 30^th Annual General Meeting are sent to all members whose email addresses are registered with the Company/ depositary participants. For members who have not registered their email address, physical copies are sent in the permitted mode.

48. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company''s website www.vikasguargum.com.

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

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

49. PREVENTION OF INSIDER TRADING:

In January 2015, SEBI notified the SEBI (Prohibition of insider trading) Regulations, 2015 which came into effect from May 15, 2015. Pursuant thereto, the Company has formulated and adopted a new Code for Prevention of Insider Trading.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company''s shares and prohibits the purchase or sale of Company''s shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code

50. secretarial standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

51. ACKNOWLEDGEMENTS

The Board of Directors places on record its appreciation for the support, assistance and co-operation received from Government, Regulators and the bankers to the Company, i.e. Union Bank of India, Punjab National Bank and Union Bank of India.

The Board is thankful to the shareholders for their support to the Company. The Board is also thankful to the employees of the Company for their co-operation and unstinted dedication to duty leading to cordial industrial relations during the year under review.

For and on behalf of the Board of Directors

SD/-

Bajrang Dass Aggarwal

Chairman cum Managing Director

(DIN:- 00036553)

Place: 04.09.2018

Date: Sri Ganganagar

---

Mar 31, 2016

DIRECTORS REPORT

To,

The Members,

The Directors have pleasure in presenting their 28th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.

FINANCIAL HIGHLIGHTS

- Revenue from operations decreased by 57294.09 lacs to 78611.27 lacs.

Particulars	Year ended 31.03.2016	Year ended 31.03.2015
Revenue from operations	57294.09	78611.27
Other Income	2448.02	585.26
Total Expenditure	75943.33	80507.06
Finance cost	2490.72	3182.48
Profit after finance cost but before depreciation	(19091.94)	(4493.01)
Depreciation and amortization expenses	3501.55	3465.53
Profit before tax	(22593.49)	(7958.64)
Exceptional Items		8946.08
Profit after Exceptional Items	22593.49	987.54
Tax expenses	13341.90	332.96
Profit for the year	35935.39	654.85 Lakhs)

STATE OF COMPANY AFFAIRS

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

- PBDIT decreased (19091.94) lacs to (4493.01) lacs.

- Profit before Tax Decreased (22593.49) lacs to 7958.54 lacs.

- Net Profit decreased (35935.39) lacs to 654.85 lacs.

- The Company earned profit of Rs. 8946.08 lacs from exceptional items.

The Company has increased its Net Profit in the year 201415 as compare to the last year 2013-14.

DIVIDEND

There is no profit in the current financial year of the company, so the Board of Directors has not recommended any dividend for the year 2015-16.

TRANSFER TO RESERVES

During the year no amount was transfer to the reserves.

Board Meetings

The Board of Directors of the Company came under the same roof for Fifteen times in the year 2015-16 on

10.04.2015, 01.05.2015, 23.05.2015, 12.06.2015,

19.06.2015, 25.06.2015, 27.06.2015, 29.06.2015,

23.07.2015, 01.08.2015, 14.08.2015, 24.08.2015,

11.09.2015, 19.09.2015, 01.10.2015. 29.1 0.201 5

22.12.2015 11.01.2016 12.02.2016 19.03.2016

FUTURE PROSPECTS

Guar Gums main demand is increasing in the food and oil and gas segment. Company''s R&D is constantly involved in developing newer guar products for food and other industrial applications for the effective control of processing problems and the same is conducive in expanding global guar polymers market. International market for certified organic guar polymer is also increasing. Taking all these prospects together, the demand for guar polymers is bound to increase in the years ahead. So the future prospects are expected to be even better.

INTERNATIONAL QUALITY STANDARDS AND THEIR CERTIFICATIONS-

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

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

(B) Hazards Analysis of Critical Control Points (HACCP)-

The product manufactured by the company is also used in the food production as thickening and binding agent. The user customers are multinational (MNC''s) food producers'' viz. Nestle (Friskies), Mars (Master Food), Heinz, Sara lee, Unilever, and CSM. To source their key raw materials, these MNC''s prefer HACCP certified vendors. Employing HACCP in the production system one can check the following contaminations:

Physical

Chemical

Microbial

(C) Good Manufacturing Practices (GMP)

Company''s 100% EOU units are certified WHO Good Manufacturing Practices (WHO-GMP). Guar Polymers produced using GMP is included in the Food Chemical Codex (FCC) and approved for food use. Therefore, GMP ensures the customers that the products are manufactured in good and hygienic conditions.

DIRECTOR RESPONSIBILITY STATEMENT

Your directors state that the audited accounts containing financial statement for 2015-16 are in full conformity with the requirements of the Companies Act and are audited by its statutory auditors. Your directors further state that: -

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

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

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

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

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

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

STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR U/S 149 (6)

The Board of Company consists of four independent Directors namely

- Sh. Neeraj Chhabra

- Sh. R A Mittal

- Sh. Vishnu Bhagwan

- Sh. Kishan Lal

The above four Directors of the company gave statement pursuant to section 149 (7) u/s 149 (6) of Company Act, 2013 at the Board Meeting held on 09.06.2016 for the year 2015-16. The same was considered and approved by the Board. Statements has been attached as Page 09 Annexure -I in the report

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATION, POSITIVE ATTRIBUTES, INDEPENDENCE

The Company is a Listed Company so; it comes under the requirement of formation of Nomination and Remuneration Committee under Company Act, 2013 and Company (Meeting of Board and its Power) Rules, 2014. The Company formed the committee on 01.01.2015. The Nomination and

Remuneration policy of the Company is attached in Page12 Annexure II to the Report.

LONE AN INVESTMENT MADE BY COMPANY UNDER SECTION 186

The Company has not made any loan and investment under section 186 of Company Act, 2013 and Rules made thereunder in this regard.

EXTRACT OF ANNUAL RETURN

The extract of Annual return is attached as Page 15 Annexure

- III in the Report.

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

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Page 31 Annexure IV to this report.

DEPOSITS

The Company has not accepted any deposits under chapter V of Company Act, 2013 during the year 2015-16.

CHANGE IN THE NATURE OF BUSINESS

No change occurred during the previous year 2015-16 in the nature of the business of the company.

DETAILS OF APPOINTMENT AND RESIGNATION DURING THE YEAR 2015-16

Mrs. Kamini Jindal who retires by rotation and presented herself for reappointment was reappointed as director in the Annual General Meeting held on 30.09.2015.

Transfer of Amounts to Investor Education and Protection Fund

Your Company had dividend lying unpaid or unclaimed for a period of seven years i.e. final dividends for the year 2008-09. Therefore above fund required to be transferred to Investor Education and Protection Fund (IEPF).

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 30.09.2015), with the Ministry of Corporate Affairs.

INTERNAL AUDIT & FINANCIAL CONTROL

The company has appointed M/s Sanjay Goyal & Associates as an internal auditor of the company. They conduct audit on quarterly basis. The Board of Director considers its recommendations and plan company''s further strategies accordingly. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

Particulars of Employees

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed as Annexure V Page 32.

CORPORATE SOCIAL RESPONSIBILITY

The Company under section 135 of company act, 2013 has formed a Corporate Social Responsibility Committee. The Company believes in following this provision not in law but in spirit too. The details of the policy are available in Page 34 Annexure VI to the Report.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & INDIVIDUAL DIRECTORS

A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was carried out for the year 2014-15. Led by the Nomination & Remuneration Committee, the evaluation was done using individual questionnaires covering amongst others vision, strategy & role clarity of the Board, Board dynamics & processes, contribution towards development of the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc.

As part of the evaluation process, the performance of no independent Directors, the Chairman and the Board was done by the independent Directors. The performance evaluation of the respective Committees and that of independent and no independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed satisfaction with the evaluation process.

INDEPENDENT DIRECTOR FAMILARISATION PROGRAMME

The Company has arranged a familiarization program for Independent Directors of the Company and details has been provided on company website on the following link:-

http://www.vikaswspltd.in/familirasition-programme-WSP.docx

VIGIL MECHANISM

The Vigil mechanism under section 177 of Company Act, 2013 and clause 49 of listed agreement has been laid down by the company. The same is provided on the website of the company www.vikaswspltd.in .

The mechanism deals with the reporting of any unfair and malaise practice in the company. The policy is also providing safe guard to the persons who are taking initiatives against the practice of unfair mean of business.

RELATED PARTY TRANSACTIONS

During the year under review, the Board has adopted a policy to regulate the transactions of the Company with its related parties. As per policy, all related party transactions require prior approval of the Audit Committee and Board of Directors of the Company. Prior approval of the shareholders of the

Company is also required for certain related party transactions as prescribed under Companies Act, 2013 and listing agreement. The said policy is available on the Company''s website viz. www.vikaswspltd.in.

The details of all related party transaction are provided in the Page Annexure VII attached to the report.

MATERIAL CHANGES & COMMITMENTS

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year 2015-16 and till the date of this report.

MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS

No significant and material orders have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Company''s operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS

The management discussion and analysis report on the operations of the Company as required under the listing agreement with stock exchanges has been given separately and forms part of this report.

RISK MANAGEMENT POLICY

The Company has laid down a procedure named Risk Management Policy for identification of risk involved in the business activities. The risks are involved in our industry are Guar is a xerophytes plant and the rain pattern of the monsoons in the Indian arid zone - mainly Western desert of Rajasthan provides ideal growing conditions. The need for just the right amount of rain at the right time leaves the guar crop heavily dependent on the annual rainfall pattern and causes occasional wide swings in guar supply and prices. With the emergence of irrigated guar seeds, dependency of guar crop on monsoon has been minimized. Now its crop is irrigated with canal water at the right time that increased its per hectare yield greatly.

AUDIT COMMITTEE

The Company has an adequately qualified Audit Committee constituted in accordance with the provisions of Companies Act, 2013 and clause 49 of the listing agreement and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing regulations"). As on 31 March, 2016, the Committee comprised

All members of the Committee are financially literate and have accounting or related financial management expertise.

AUDITORS:

The Auditors, M/s S. Prakash Aggarwal & Co, Chartered Accountants New Delhi reappointment for a period of 5 years from the conclusion of Annual General Meeting held on 30.09.2015 till the conclusion of AGM to be held in the year 2020.

AUDITORS'' REPORT

The Auditor''s Report contain qualification regarding non Compliance of section 203 of Company Act, 2013 i.e. appointment of Chief Financial Officer.

The Board of Directors is looking for the person appropriate and suitable for the above said post. As soon as the company finds a person with required expertise, who can hold this position, the position of Chief Financial officer will be filled.

The Auditors report also contains qualification regarding the Company is not regular depositing with appropriate authorities, undisputed statuary dues.

Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. NKS & Company Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Page 36 Annexure VIII to this report. The Disqualification of Secretarial Audit Report is given in Annexure VIII

CORPORATE GOVERNANCE:

We believe Corporate Governance is at the heart of Shareholder Value Creation. As per clause 49 of the Listing Agreement and Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing regulations") with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from a Practicing Company Secretary confirming compliance thereto is set as Page Annexure in this report.

Your management has taken appropriate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the amended listing Agreement with the Stock Exchanges is complied with.

Corporate Governance Certificate

The Compliance certificate from the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing regulations") shall be annexed with the report.

RELATION BETWEEN DIRECTORS

Pursuant to clause 49 E (2) the Directors of the company are in relation with each other as follows:-

Sr. No	Name of Direction	Related Director	Relation
1	Bajrang Dass Jindal	Bimla Devi Jindal	Wife
2	Bajrang Dass Jindal	Kamini Jindal	Daughter
3	Bimla Devi Jindal	Bajrang Dass Jindal	Husband
4	Bimla Devi Jindal	Kamini Jindal	Daughter
5	Kamini Jindal	Bimla Devi Jindal	Mother
6	Kamini Jindal	Bajrand Dass Jindal	Father

Pursuant to clause 49 E (2) the Directors of the company are in relation with each other as follows:-

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to BSE where the Company''s Shares are listed.

Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors

SD/-

B D Agarwal

Chairman & Managing Director

Place: 30.08.2016

Date: Sri Ganganagar

---

Mar 31, 2015

The Directors have pleasure in presenting their 27th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Particulars Year ended Year ended

31.03.2015 31.03.2014

Revenue from operations 78611.27 103651.29

Other Income 585.26 536.31

Total Expenditure 80507.06 95905.58

Finance cost 3182.48 3204.83

Profit after finance cost but before depreciation (4493.01) 5077.19

Depreciation and amortization expenses 3465.53 4583.29

Profit before tax (7958.64) 493.9

Exceptional Items 8946.08 _

Profit after Exceptional Items 987.54 493.9

Tax expenses 332.96 190.58

Profit for the year 654.85 303.32

STATE OF COMPANY AFFAIRS

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

- Revenue from operations decreased by 78611.27 lacs to 103651.29 lacs.

- PBDIT decreased (4493.01) lacs to 5077.19 lacs.

- Profit before Tax Decreased (7958.64) lacs to 493.9 lacs.

- Net Profit increased 654.85 lacs to 303.32 lacs.

- The Company earned profit of Rs. 8946.08 lacs from exceptional items.

The Company has increased its Net Profit in the year 2014-15 as compare to the last year 2013-14.

DIVIDEND

The profit of the Company is being used in further expansion of the Company, so the Board of Directors has not recommended any dividend for the year 2014-15.

TRANSFER TO RESERVES

No amount was transferred to reserve in the year 2014-15.

BOARD MEETINGS

The Board of Directors of the Company came under the same roof for Fifteen times in the year 2014-15 on 29.05.2014,

20.06.2014, 25.06.2014, 29.07.2014, 14.08.2014, 02.09.2014,

04.09.2014, 21.10.2014, 03.11.2015, 15.11.2014, 24.11.2014,

05.12.2015, 01.01.2015, 14.02.2015, 29.03.2015.

FUTURE PROSPECTS

Guar Gums main demand is increasing in the food and oil and gas segment. Company's R&D is constantly involved in developing newer guar products for food and other industrial applications for the effective control of processing problems and the same is conducive in expanding global guar polymers market. International market for certified organic guar polymer is also increasing. Taking all these prospects together, the demand for guar polymers is bound to increase in the years ahead. So the future prospects are expected to be even better.

INTERNATIONAL QUALITY STANDARDS AND THEIR CERTIFICATIONS-

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

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

(B) Hazards Analysis of Critical Control Points (HACCP)-

The product manufactured by the company is also used in the food production as thickening and binding agent. The user customers are multinational (MNC's) food producers' viz. Nestle (Friskies), Mars (Master Food), Heinz, Sara lee, Unilever, and CSM. To source their key raw materials, these MNC's prefer HACCP certified vendors. Employing HACCP in the production system one can check the following contaminations:

Physical

Chemical

Microbial

(C) Good Manufacturing Practices (GMP)

Company's 100% EOU units are certified WHO Good Manufacturing Practices (WHO-GMP). Guar Polymers produced using GMP is included in the Food Chemical Codex (FCC) and approved for food use. Therefore, GMP ensures the customers that the products are manufactured in good and hygienic conditions.

DIRECTOR RESPONSIBILITY STATEMENT

Your directors state that the audited accounts containing financial statement for 2014-15 are in full conformity with the requirements of the Companies Act and are audited by its statutory auditors. Your directors further state that: -

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

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

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

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

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

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws

L and that such systems were adequate and operating

effectively.

STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR U/S 149 (6)

The Board of Company consists of three independent Directors namely

- ShNeerajChhabra

- ShRAMttal

- Sh Vishnu Bhagwan

- ShKishanLal

The above four Directors of the company gave statement pursuant to section 149 (7) u/s 149 (6) of Company Act, 2013 at the Board Meeting held on 29.05.2014 for the year 2014- 15. The same was considered and approved by the Board. Statements has been attached as Page 10 Annexure -I in the report

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATION, POSITIVE ATTRIBUTES, INDEPENDENCE

The Company is a Listed Company so, it comes under the requirement of formation of Nomination and Remuneration Committee under Company Act, 2013 and Company (Meeting of Board and its Power) Rules, 2014. The Company formed the committee on 01.01.2015. The Nomination and Remuneration policy of the Company is attached in Page 14 Annexure II to the Report.

LONE AN INVESTMENT MADE BY COMPANY UNDER SECTION 186

The Company has not made any loan and investment under section 186 of Company Act, 2013 and Rules made thereunder in this regard.

EXTRACT OF ANNUAL RETURN

The extract of Annual return is attached as Page 17 Annexure - III in the Report.

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

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Page 24 Annexure IV to this report.

DEPOSITS

The Company has not accepted any deposits under chapter V of Company Act, 2013 during the year 2014-15.

ICHANGE IN THE NATURE OF BUSINESS

No change occurred during the previous year 2014-15 in the nature of the business of the company.

DETAILS OF APPOINTMENT AND RESIGNATION DURING THE YEAR 2014-15

Mrs. Bimla Devi Jindal who retires by rotation and presented herself for reappointment was reappointed as director in the Annual General Meeting held on 30.09.2014.

Mr. R A Mttal was appointed as a independent director of the company for 5 consecutive years in the Annual General Meeting held on 30.09.2014.

Mr. Neeraj Chhabra was appointed as a independent director of the company for 5 consecutive years in the Annual General Meeting held on 30.09.2014.

Mr. Kishan Lal was appointed as a independent director of the company for 5 consecutive years in the Annual General Meeting held on 30.09.2014.

Mr. Vishnu Bhagwan was appointed as a independent director of the company for 5 consecutive years in the Annual General Meeting held on 30.09.2014.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company had two dividends lying unpaid or unclaimed for a period of seven years i.e. first & Second interim dividends for the year 2007-08. Therefore above fund required to be transferred to Investor Education and Protection Fund (IEPF). The Company transferred the above dividend in IEPF during the previous financial year 2014-15.

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 30.09.2014), with the Ministry of Corporate Affairs.

INTERNAL AUDIT & FINANCIAL CONTROL

The company has appointed M/s Sanjay Goyal & Associates as an internal auditor of the company. They conduct audit on quarterly basis. The Board of Director considers its recommendations and plan company's further strategies accordingly. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

PARTICULARS OF EMPLOYEES

PursuanttotheCompanies(AppointmentandRemuneration of ManagerialPersonnel) Rules, 2014, statement of particulars of employees is annexed as Annexure V Page 25.

CORPORATE SOCIAL RESPONSIBILITY

The Company under section 135 of company act, 2013 has formed a Corporate Social Responsibility Committee. The Company believes in following this provision not in law but in spirit too. The details of the policy are available in Page 26 Annexure VI to the Report.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & INDIVIDUAL DIRECTORS

A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was carried out for the year 2014-15. Led by the Nomination & Remuneration Committee, the evaluation was done using individual questionnaires covering amongst others vision, strategy & role clarity of the Board, Board dynamics & processes, contribution towards development of the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc.

As part of the evaluation process, the performance of non-independent Directors, the Chairman and the Board was done by the independent Directors. The performance evaluation of the respective Committees and that of independent and non-independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed satisfaction with the evaluation process.

INDEPENDENT DIRECTOR FAMILARISATION PROGRAMME

The Company has arranged a familiarization program for Independent Directors of the Company and details has been provided on company website on the following link-

http://www.vikaswspltd.in/familirasition-programme- WSP.docx.

VIGIL MECHANISM

The Vigil mechanism under section 177 of Company Act, 2013 and clause 49 of listed agreement has been laid down by the company. The same is provided on the website of the company www.vikaswspltd.in .-I

The mechanism deals with the reporting of any unfair and

malaise practice in the company. The policy is also providing

safe guard to the persons who are taking initiatives against

the practice of unfair mean of business.

RELATED PARTY TRANSACTIONS

During the year under review, the Board has adopted a policy to regulate the transactions of the Company with its related parties. As per policy, all related party transactions require prior approval of the Audit Committee and Board of Directors of the Company. Prior approval of the shareholders of the Company is also required for certain related party transactions as prescribed under Companies Act, 2013 and listing agreement. The said policy is available on the Company's website viz. www.vikaswspltd.in.

The details of all related party transaction are provided in the Page 27 Annexure VII attached to the report.

MATERIAL CHANGES & COMMITMENTS

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year 2014-15 and till the date of this report.

MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS

No significant and material orders have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Company's operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS

The management discussion and analysis report on the operations of the Company as required under the listing agreement with stock exchanges has been given separately and forms part of this report on page 39.

RISK MANAGEMENT POLICY

The Company has laid down a procedure named Risk Management Policy for identification of risk involved in the business activities. The risks are involved in our industry are Guar is a xerophytes plant and the rain pattern of the monsoons in the Indian arid zone - mainly Western desert of Rajasthan provides ideal growing conditions. The need for just the right amount of rain at the right time leaves the guar crop heavily dependent on the annual rainfall pattern and causes occasional wide swings in guar supply and prices. With the emergence of irrigated guar seeds, dependency of guar crop on monsoon has been minimized. Now its crop is irrigated with canal water at the right time that increased its per hectare yield greatly.

AUDIT COMMITTEE

The Company has an adequately qualified Audit Committee constituted in accordance with the provisions of Companies Act, 2013 and clause 49 of the listing agreement. As on 31 March, 2015, the Committee comprised All members of the Committee are financially literate and have accounting or related financial management expertise.

AUDITORS:

The Auditors, M/s Arun Agarwal & Associates, Chartered Accountants New Delhi was appointed Statuary Auditor for a period of 5 years from the conclusion of Annual General Meeting held on 30.09.2014 till the conclusion of AGM to be held in the year 2019. Subject to ratification in each Annual General Meeting till 2019, but now they resigned from the post of Statuary Auditor of the Company. So the Board proposed to appoint S. Prakash Aggarwal & Co. as Statuary Auditor from the conclusion of Annual General Meeting to be held on 30.09.2015 till the conclusion of AGM to be held in the year 2020. Subject to ratification in each Annual General Meeting till 2020.

AUDITORS' REPORT

The Auditor's Report contain qualification regarding non Compliance of section 203 of Company Act, 2013 i.e. appointment of Chief Financial Officer.

The Board of Directors is looking for the person appropriate and suitable for the abovesaid post. As soon as the company finds a person with required expertise, who can hold this position, the position of Chief Financial officer will be filled.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s. NKS & Company Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Page Annexure VIII to this report.

The Report contain qualification regarding non Compliance of section 203 of Company Act, 2013 i.e. appointment of Chief Financial Officer.

The Board of Directors is looking for the person appropriate and suitable for the abovesaid post. As soon as the company finds a person with required expertise, who can hold this position, the position of Chief Financial officer will be filled.

CORPORATE GOVERNANCE:

We believe Corporate Governance is at the heart of Shareholder Value Creation. As per clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from a Practicing Company Secretary confirming compliance thereto is set as Page 30 Annexure in this report.

Your management has taken appropriate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the amended listing Agreement with the Stock Exchanges is complied with.

CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report on page 38.

RELATION BETWEEN DIRECTORS

Pursuant to clause 49 E (2) the Directors of the company are in relation with each other as follows:-

Sr. No Name of Direction Related Director Relation

1 Bajrang Dass Jindal Bimla Devi Jindal Wife

2 Bajrang Dass Jindal Kamini Jindal Daughter

3 Bimla Devi Jindal Bajrang Dass Jindal Husband

4 Bimla Devi Jindal Kamini Jindal Daughter

5 Kamini Jindal Bimla Devi Jindal Mother

6 Kamini Jindal Bajrand Dass Jindal Father

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

By Order of the Board of Director

For VIKAS WSP LIMITED

Sd/-

Date : 14.08.2015 (B. D. Agarwal)

Place : Sri Ganganagar Chairman & Managing Director

---

Mar 31, 2014

To The Members,

The Directors take pleasure in presenting the Twenty Sixth Annual Report of the Company with the audited accounts for the financial year ended March 31, 2014.

HIGHLIGHTS OF PERFORMANCE

* Operating earnings before interest and tax was 3698.73 lakhs in the year 2014

* Revenue from financial operations was 103651.29 lakhs in the year 2014

Financial Results

(Rs. In Lacs)

Particulars Year ended Year ended 31.03.2014 31.03.2013

Revenue from operations 103651.29 290635.52

Other income 536.31 565.34

Total expenditure 95905.58 232329.80

Finance costs 3204.83 2611.21

Profit after finance cost 5077.19 56259.85 but before depreciation

Depreciation and amortization 4583.29 4543.72 expenses

Profit before tax (PBT) 493.9 51716.13

Tax expenses 190.58 17262.97

Profit for the year (PAT) 303.32 34453.16

Appropriations

Proposed final dividend - 1374.40

Tax on dividend - 233.58

Transfer to General Reserve - 3446.00

Reserves & Surplus 303.32 138348.02

DIVIDEND

The profit of the year is being used for expansion and modernization so your Board does not recommend any dividend for the year ended 31st March, 2014.

FUTURE PROSPECTS

Guar Gums main demand is increasing in the food and oil and gas segment. Company''s R&D is constantly involved in developing newer guar products for food and other industrial applications for the effective control of processing problems and the same is conducive in expanding global guar polymers market. International market for certified organic guar polymer is also increasing. Taking all these prospects together, the demand for guar polymers is bound to increase in the years ahead. So the future prospects are expected to be even better.

INTERNATIONAL QUALITY STANDARDS AND THEIR CERTIFICATIONS-

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

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

(B) Hazards Analysis of Critical Control Points (HACCP)-

The product manufactured by the company is also used in the food production as thickening and binding agent. The user customers are multinational (MNC''s) food producers'' viz. Nestle (Friskies), Mars (Master Food), Heinz, Sara lee, Unilever, and CSM. To source their key raw materials, these MNC''s prefer HACCP certified vendors. Employing HACCP in the production system one can check the following contaminations:

- Physical

- Chemical

- Microbial

(C) Good Manufacturing Practices (GMP)

Company''s 100% EOU units are certified WHO Good Manufacturing Practices (WHO-GMP). Guar Polymers produced using GMP is included in the Food Chemical Codex (FCC) and approved for food use. Therefore, GMP ensures the customers that the products are manufactured in good and hygienic conditions.

FOREIGN EXCHANGE EARNING AND OUTGOINGS

The detail of foreign exchange earnings and outgoings is provided in page no. 7 of the annual report. CONSERVATION OF ENERGY

The information on Conservation of Energy required under Section 217(I) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is provided in page 7 as Annexure A to Directors Report.

DIRECTORS'' RE-APPOINTMENT

Mr. Neeraj Chhabra independent director of the company offer himself for re-appointment at this Annual General Meeting. The Board Governance Committee has recommended their re-appointment for consideration of the shareholders. A brief profile of Mr. Neeraj Chhabra is given in the notice of Annual General Meeting.

Mr. Kishan Lal independent director of the company offer himself for re-appointment at this Annual General Meeting. The Board Governance Committee has recommended their re-appointment for consideration of the shareholders. A brief profile of Mr. Kishan Lal is given in the notice of Annual General Meeting.

Mr. Vishnu Bhagwan independent director of the company offer himself for re-appointment at this Annual General Meeting. The Board Governance Committee has recommended their re-appointment for consideration of the shareholders. A brief profile of Mr. Vishnu Bhagwan is given in the notice of Annual General Meeting.

Mr. R A Mittal independent director of the company offer himself for re-appointment at this Annual General Meeting. The Board Governance Committee has recommended their re-appointment for consideration of the shareholders. A brief profile of Mr. R A Mittal is given in the notice of Annual General Meeting.

Mrs. Bimla Devi Jindal retires by rotation and being eligible offer himself for re-appointment at this Annual General Meeting. The Board Governance Committee has recommended their re-appointment for consideration of the shareholders. A brief profile of Mrs. Bimla Devi Jindal is given in the notice of Annual General Meeting.

STATUTORY AUDITORS'' APPOINTMENT

The Company''s Auditors M/s Arun K Agarwal & Associates., Chartered Accountants, New Delhi, who retire at the ensuing Annual General Meeting of the company, are eligible for re-appointment. They have confirmed their eligibility, for re-appointment as Auditors of the Company. Consent U/S 139 of company act, 2013 has been taken from the auditor in this regard.

COST AUDITORS'' APPOINTMENT

As per the requirement of the Central Government, and in pursuance of Section 233B of The Companies Act, 1956, your company carries out an audit of cost records. Subject to the approval of the Central Government, your Directors have appointed M/s Baghuguna & Company, to audit the cost accounts of the company for the financial year 2014-15.

SECRETARIAL AUDITOR

As per the new provisions of company Act, 2013 your company u/s 204 is required to appoint secretarial auditor. The Company is under the process of appointment of secretarial auditor for the year 2014-15

FIXED DEPOSITS

During the year under review, your Company has neither invited nor accepted any fixed deposits from the public or its employees within the meaning of section 58A of the Companies Act, 1956 and Rules made thereunder. PARTICULARS OF EMPLOYEES

There are no employees in the Company whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND In this financial year your company has due dates for transferring the unclaimed dividend amount of 1st and 2nd Interim dividend declared in 2007-08 in Investor Education and Protection Fund on 24.10.2014 and 29.01.2015. All the shareholders are requested to claim their dividend before 24.10.2014 and 29.01.2015.

DIRECTORS RESPONSIBILITY STATEMENT

On behalf of the Directors we have confirmed that as required under Section 217 (2AA) of the Companies Act, 1956:-

(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures is made from the same;

(b) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for the period;

(c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) we have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

We believe Corporate Governance is at the heart of Shareholder value creation. Our governance practices are described separately at page 8 of the Annual Report. We have obtained a certification from a Statutory Auditor''s of the company on compliance with clause 49 of the listing agreement with Indian Stock Exchanges. The certificate is given at page 14.

CORPORATE SOCIAL RESPONSIBILITY

The Company''s CSR activities build an important bridge between business operations and social commitment evolving into an integral part of business functions, goals and strategy. These activities focus on the following domain: As part of its Corporate Social Responsibility, your company undertakes a range of activities to improve the living conditions of the weaker sections living near its plants. These include education, healthcare, vocational guidance and rural development.

During the year under review, Skill development training programmes were imparted to unemployed youth in partnership with specialized NGO''s.

On the health and nutritional front, your company took various initiatives for better health.

Your company also distributed free Guar Seeds to various farmers of Rajasthan.

OCCUPATIONAL HEALTH & SAFETY

Your Company engages different programmes targeting critical areas across all the units to address risk associated with operations. Effectiveness of these programmes is being constantly assessed by the top management.

A behavior based safety training programme was launched in May 2012. The programme trains people so that they can prevent injuries at the workplace and at the home.

Our line managers are provided with different types of risk assessment tools to help them identify risk and decide on appropriate control measures. Hazard identification and Risk Assessment workshops are being continued at sites to refine anticipation capability amongst the employees by enhancing their hazard observation skills.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control system of the company is commensurate with the size, scale and complexity of its operations. It is being constantly assessed and strengthened with new/ revised standard operating procedures and robust internal and information technology controls.

The formalized systems of control facilitate effective compliances as per Clause 49 of the Listing agreement with the stock exchange.

The Company''s internal audit department objectively and independently tests the design and operating effectiveness of the internal control system to provide a credible assurance to the Board and Audit Committee regarding the adequacy and effectiveness of the internal control system. The internal audit function monitors the effectiveness of controls, and also provides an indepenedent and objective assessment of the overall governance processes in the Company, including the application of a systematic risk management framework.

Internal audit plays a key role by providing an assurance to the Board of Directors, and value adding consultancy service to the business operations.

ENHANCING SHAREHOLDERS VALUE

Your company believes that its Members are among its most important stakeholders. Accordingly your company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive assets and resource base and nurturing overall corporate reputation. The company is also committed in creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions for the society for sustainable growth and development.

INDUSTRIAL RELATIONS

The relation with employees at all levels has been cordial throughout the year. The Company has no employee drawing remuneration above the limit mentioned 217(2A) of the Companies Act, 1956 and accordingly no statement is annexed.

ACKNOWLEDGMENTS

Your Directors take this opportunity to thank all stake holders - customers, vendors, banks, regulatory and government authorities, and Stock Exchanges for their continued support. Your Directors also acknowledge with thanks, the support extended by Financial Institutions. The Board also places on record their appreciation to all employees for their commitment and wholehearted co-operation towards company.

By Order of the Board of Director For VIKAS WSP LIMITED

Sd/-

(B. D. Agarwal) Managing Director

Date:04.09.2014 Place :Sri Ganganagar

---

Mar 31, 2013

To The Members,

The Directors take pleasure in presenting the twenty fifth Annual Report of the Company with the audited accounts for the financial year ended March 31, 2013.

HIGHLIGHTS OF PERFORMANCE

- Operating earnings before interest and tax increased in 2013 by 213.45% to Rs. 54327.34 lakhs, from Rs. 25452.36 lakhs in 2012.

- Revenue from financial operations increased in 2013 by 273.26% to 290635.52 lakhs from Rs. 106357.26 lakhs in 2012.

Financial Results

(Rs. In Lacs)

Particulars Year ended Year ended 31.03.2013 31.03.2012

Revenue from operations 290635.52 106357.26

Other income 565.34 202.99

Total expenditure 232329.80 76624.08

Finance costs 2611.21 2587.68

Profit after finance cost but before depreciation 56259.85 27348.49

Depreciation and amortization expenses 4543.72 4483.81

Profit before tax (PBT) 51716.13 22864.68

Tax expenses 17262.97 7397.12

Profit for the year (PAT) 34453.16 15467.56

Appropriations

Proposed final dividend 1374.40 1374.40

Tax on dividend 233.58 224.29

Transfer to General Reserve 3446.00 1548.00

Reserves & Surplus 138348.02 105502.84

DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs. 1 per equity share of Rs. 1/- each. The total outgo for the current financial year amounts to 160.8 millions, including dividend distribution tax of Rs. 23.36 Millions, as against Rs. 137.44 Millions including dividend distribution tax of Rs. 22.30 Millions in the previous year.

FUTURE PROSPECTS

Guar Gums main demand is increasing in the food and oil and gas segment. Guar gum polymers demand in the food segment is increasing @ 7 to 8% in the developed countries whereas it is showing an increase of 12-15% in the developing countries. Demand of Guar polymers for oil and gas wells drilling and fracturing is increasing day by day as the global crude oil prices are on increase. Company''s R&D is constantly involved in developing newer guar products for food and other industrial applications for the effective control of processing problems and the same is conducive in expanding global guar polymers market. International market for certified organic guar polymer is also increasing. Taking all these prospects together, the demand for guar polymers is bound to increase in the years ahead. So the future prospects are expected to be even better. INTERNATIONAL QUALITY STANDARDS AND THEIR CERTIFICATIONS-

(A) An ISO 9001:2000 - Certified Company- 100% EOU units of the company have been certified as ISO 9001:2000 by DNV - a Norvagian Company. So the company is meeting all the quality control parameters as set out by DNV.

(B) Hazards Analysis of Critical Control Points (HACCP)- The product manufactured by the company is also used in the food production as thickening and binding agent. The user customers are multinational (MNC''s) food producers'' viz. Nestle (Friskies), Mars (Master Food), Heinz, Sara lee, Unilever, and CSM. To source their key raw materials, these MNC''s prefer HACCP certified vendors. Employing HACCP in the production system one can check the following contaminations:

- Physical

- Chemical

- Microbial

(C) Good Manufacturing Practices (GMP)

Company''s 100% EOU units are certified WHO Good Manufacturing Practices (WHO-GMP). Guar Polymers produced using GMP is included in the Food Chemical Codex (FCC) and approved for food use. Therefore, GMP ensures the customers that the products are manufactured in good and hygienic conditions. FOREIGN EXCHANGE EARNING AND OUTGOINGS The detail of foreign exchange earnings and outgoings is provided in page no. 8 of the annual report under Annexure B to Directors Report of the Annual Report.

CONSERVATION OF ENERGY

The information on Conservation of Energy required under Section 217(I) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is provided in page 8 under Annexure A to Directors Report of the Annual Report.

DIRECTORS'' RE-APPOINTMENT

Mrs. Bimla Devi Jindal retires by rotation and being eligible offer herself for re-appointment at this Annual General Meeting. The Board Governance Committee has recommended their re-appointment for consideration of the shareholders. A brief profile of Mrs. Bimla Devi Jindal is given in the notice of Annual General Meeting.

Mrs. Kamini Jindal retires by rotation and being eligible offer herself for re-appointment at this Annual General Meeting. The Board Governance Committee has recommended their re-appointment for consideration of the shareholders. A brief profile of Mrs. Kamini Jindal is given in the notice of Annual General Meeting.

Mrs. Deepika Aggarwal being eligible offers herself for appointment at this Annual General Meeting as a regular director. The Board Governance Committee has recommended her appointment for consideration of the shareholders. A brief profile of Mrs. Deepika Aggarwal is given in the notice of Annual General Meeting.

Mr. Neeraj Chhabra being eligible offers himself for appointment at this Annual General Meeting as a regular director. The Board Governance Committee has recommended his appointment for consideration of the shareholders. A brief profile of Mr. Neeraj Chhabra is given in the notice of Annual General Meeting.

STATUTORY AUDITORS'' APPOINTMENT

The Company''s Auditors M/s Arun K Agarwal & Associates., Chartered Accountants, New Delhi, who retire at the ensuing Annual General Meeting of the company, are eligible for re-appointment. They have confirmed their eligibility under Section 224 of The Companies Act, 1956, for re-appointment as Auditors of the Company.

COST AUDITORS'' APPOINTMENT

As per the requirement of the Central Government, and in pursuance of Section 233B of The Companies Act, 1956, your company carries out an audit of cost records. Subject to the approval of the Central Government, your Directors have appointed M/s Baghuguna & Company, to audit the cost accounts of the company for the financial year 2013.

FIXED DEPOSITS

During the year under review, your Company has neither invited nor accepted any fixed deposits from the public or its employees within the meaning of section 58A of the Companies Act, 1956 and Rules made thereunder.

PARTICULARS OF EMPLOYEES

There are no employees in the Company whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

DIRECTORS RESPONSIBILITY STATEMENT

On behalf of the Directors we confirm that as required under Section 217 (2AA) of the Companies Act, 1956:-

(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures is made from the same;

(b) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for the period;

(c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) we have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

We believe Corporate Governance is at the heart of Shareholder value creation. Our governance practices are described separately at page 9 of the Annual Report. We have obtained a certification from Practing Company Secretary on compliance with clause 49 of the listing agreement with Indian Stock Exchanges. The certificate is given at page 15 of the Annual Report.

COMMUNITY DEVELOPMENT

As part of its Corporate Social Responsibility, your company undertakes a range of activities to improve the living conditions of the weaker sections living near its plants. These include education, healthcare, vocational guidance and rural development.

During the year under review, Skill development training programmes were imparted to unemployed youth in partnership with specialized NGO''s.

On the health and nutritional front, your company took various initiatives for better health.

Your company also distributed free Guar Seeds to various farmers of Rajasthan.

OCCUPATIONAL HEALTH & SAFETY

Your Company engages different programmes targeting critical areas across all the units to address risk associated with operations. Effectiveness of these programmes is being constantly assessed by the top management.

A behavior based safety training programme was launched in May 2012. The programme trains people so that they can prevent injuries at the workplace and at the home.

Our line managers are provided with different types of risk assessment tools to help them identify risk and decide on appropriate control measures. Hazard identification and Risk Assessment workshops are being continued at sites to refine anticipation capability amongst the employees by enhancing their hazard observation skills.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control system of the company is commensurate with the size, scale and complexity of its operations. It is being constantly assessed and strengthened with new/ revised standard operating procedures and robust internal and information technology controls.

The formalized systems of control facilitate effective compliances as per Clause 49 of the Listing agreement with the stock exchange.

The Company''s internal audit department objectively and independently tests the design and operating effectiveness of the internal control system to provide a credible assurance to the Board and Audit Committee regarding the adequacy and effectiveness of the internal control system. The internal audit function monitors the effectiveness of controls, and also provides an indepenedent and objective assessment of the overall governance processes in the Company, including the application of a systematic risk management framework. Internal audit plays a key role by providing an assurance to the Board of Directors, and value adding consultancy service to the business operations.

ENHANCING SHAREHOLDERS VALUE

Your company believes that its Members are among its most important stakeholders. Accordingly your company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive assets and resource base and nurturing overall corporate reputation. The company is also committed in creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions for the society for sustainable growth and development.

INDUSTRIAL RELATIONS

The relation with employees at all levels has been cordial throughout the year. The Company has no employee drawing remuneration above the limit mentioned 217(2A) of the Companies Act, 1956 and accordingly no statement is annexed.

DELISTING OF SHARES

Pursuant to Regulation 7 of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 ("Delisting Regulations"), Company has applied for voluntary delisting of its equity shares from following regional stock exchanges where the securities of the company were listed, other than Bombay Stock Exchange Limited (BSE) :

- The Delhi Stock Exchange, New Delhi

- The Jaipur Stock Exchange, Jaipur

- The Ahemdabad Stock Exchange, Ahemdabad

- The Cochin Stock Exchange, Cochin

As per Delisting Regulation, Company''s Securities can be delisted from Regional Stock Exchanges if the shares of the company continue to be listed on Bombay Stock Exchange (BSE). The benefits accruing to the investors by keeping the equity shares listed on these Stock Exchanges do not commensurate with the cost incurred by the company for the continued listing on these Stock Exchanges. The shareholders in the region of these Stock Exchanges will not suffer due to delisting as Bombay Stock Exchange has nationwide trading terminals.

ACKNOWLEDGMENTS

Your Directors take this opportunity to thank all stake holders - customers, vendors, banks, regulatory and government authorities, and Stock Exchanges for their continued support. Your Directors also acknowledge with thanks, the support extended by Financial Institutions. The Board also places on record their appreciation to all employees for their commitment and wholehearted co-operation towards company.

By Order of the Board of Director

For VIKAS WSP LIMITED

Sd/-

Date : 14.08.2013 (B. D. Agarwal)

Place : Sri Ganganagar Managing Director

---

Mar 31, 2012

To The Members,

I am happy to present on behalf of the Board of Directors, the Annual Report of your Company and the audited statement of accounts for the year ended 31st March 2012.

Financial Performance

Key aspects of your Company's Financial Performance for the financial years 2011-2012 and 2010-2011 are tabulated below:

(Rs. In Millions)

ITEMS YEAR ENDED YEAR ENDED 31.03.2012 31.03.2011

1. Revenue from operations 10635.73 5460.14

2. Other Income 20.30 23.83

3. Total Expenditure 7662.41 3602.42

4. Interest 258.77 162.92

5. Gross Profit/Loss after Interest but before depreciation 2734.85 1718.63

6. Depreciation 448.38 407.46

7. Net Profit/Loss before tax 2286.47 1311.17

8. Tax Expenses 739.71 88.89

9. Net Profit/Loss after tax 1546.76 1222.28

10. Extra Ordinary Items

11. Net Profit for the period 1546.76 1222.28

12. Appropriations

(a) Proposed/Interim Dividend 137.44 34.36

(b) Corporate Tax on distributed dividend 22.30 5.71

(c) Transfer to General Reserve

154.80 122.23

14. Reserves & Surplus 10550.28 9163.26

15. Book value/share 77.76 67.67

Operations

During this period, your company has achieved a total turnover of Rs. 10635.73 million as compared to that of Rs. 5460.14 millions in the previous year. So, our sales for the current year grew by 94.79% over the previous year. During the year under review the company has earned a net profit of Rs 1546.76 million as compared to net profit of Rs.1222.28 millions in previous year. Therefore, our net profit for the current year grew by 26.55% over the previous year.

Dividend

Your Directors proposed final dividend of 100% per equity share of Rs. 1/- each for the financial year 2011-12 for your approval, if approved then the record date for the purpose of payment of dividend is fix on 14th September 2012 as register of members will be closed from 17th September, 2012 to 27th September, 2012 (both dates inclusive) and payable to its shareholders who were on the register of members of our company as at the closing hours of record date. Dividend paid by your company for last five years.

DIVIDEND HISTORY

YEAR 2007-08 2008-09 2009-10 2010-11 2011-12 2012

AMT. 0.5 0.5 0.5 0.25 1 1

Future prospects

The demand of Guar polymers for oil and gas wells drilling and fracturing is increasing day by day as the global crude oil prices are on increase. Company's R&D is constantly involved in developing newer guar products for food and other industrial applications for the effective control of processing problems and the same is conducive in expanding global guar polymers market. International market for certified organic guar polymer is also on increase at a robust rate. Taking all these prospects together, the demand for guar polymers is bound to increase in the years ahead. So the future prospects are expected to be even better. International Quality Standards and their certifications-

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

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

(B) Hazards Analysis of Critical Control Points (HACCP)-

The product manufactured by the company is also used in the food production as thickening and binding agent. The user customers are multinational (MNC's) food producers' viz. Nestle (Friskies), Mars (Master Food), Heinz, Sara lee, Unilever, and CSM. To source their key raw materials, these MNC's prefer HACCP certified vendors. Employing HACCP in the production system one can check the following contaminations:

- Physical

- Chemical

- Mcrobial

(C) Good Manufacturing Practices (GMP)

Company's 100% EOU units are certified WHO Good Manufacturing Practices (WHO-GMP). Guar Polymers produced using GMP is included in the Food Chemical Codex (FCC) and approved for food use. Therefore,

GMP ensures the customers that the products are manufactured in good and hygienic conditions.

Foreign Exchange Earning and Outgoings

The detail of foreign exchange earnings and outgoings is provided in page no. 6 of the annual report.

Conservation of Energy

The information on Conservation of Energy required under Section 217(I)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is provided in page no. 6 of the annual report.

Directors' re-appointment

Mr. Ravi Sharma retires by rotation and being eligible offer himself for re-appointment at this Annual General Meeting. The Board Governance Committee has recommended their re-appointment for consideration of the shareholders. A brief profile of Mr. Ravi Sharma is given in the notice of Annual General Meeting.

Mr. Rakesh Jindal retires by rotation and being eligible offer himself for re-appointment at this Annual General Meeting. The Board Governance Committee has recommended their re-appointment for consideration of the shareholders. A brief profile of Mr. Rakesh Jindal is given in the notice of Annual General Meeting.

Ms. Kamini Jindal being eligible offers herself for appointment at this Annual General Meeting as a regular director. The Board Governance Committee has recommended their appointment for consideration of the shareholders. A brief profile of Ms. Kamini Jindal is given in the notice of Annual General Meeting.

Auditors' Appointment

M/s Arun K Agarwal & Associates., Chartered Accountants, New Delhi, Statutory Auditor of the company, being eligible, offers himself for re-appointment.

Fixed Deposits

During the year under review, your Company has neither invited nor accepted any fixed deposits from the public or its employees within the meaning of section 58A of the Companies Act, 1956 and Rules made thereunder.

Related Party Transactions

Related party transactions have been disclosed in the notes to the accounts.

Particulars of Employees

There are no employees in the Company whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

Directors Responsibility Statement

On behalf of the Directors I confirm that as required under Section 217 (2AA) of the Companies Act, 1956:- (a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures is made from the same;

(b) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for the period; (c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) we have prepared the annual accounts on a going concern basis.

Corporate Governance

We believe Corporate Governance is at the heart of Shareholder value creation. Our governance practices are described separately at page no. 7 of the Annual Report. We have obtained a certification from a Statutory Auditor's of the company on compliance with clause 49 of the listing agreement with Indian Stock Exchanges. The certificate is given at page no. 10

Industrial Relations

The relation with employees at all levels has been cordial throughout the year. The Company has no employee drawing remuneration above the limit mentioned 217(2A) of the Companies Act, 1956 and accordingly no statement is annexed.

Acknowledgments

Your Directors take this opportunity to thank all stake holders, customers, vendors, banks, regulator and governmental authorities, and Stock Exchanges for their continued support. Your Directors also acknowledge with thanks, the support extended by Financial Institutions. The Board also place on record their appreciation for the wholehearted co-operation received from its employees.

By Order of the Board of Directors

For VIKAS WSP LIMITED

Sd/-

Date : 29.08.2012 (B. D. Agarwal)

Place : Sri Ganganagar Managing Director