VKJ Infradevelopers Limited
Your Directors have pleasure in presenting the 7th Annual Report on thebusiness and operations of the Company together with the Audited Statement of Accounts andthe Auditors' Report of your Company for the financial year ended 31st March 2016.
The summarized performance of the Company for the years 2015-16 and 2014-2015 is givenbelow:
|Particulars || |
For the Financial Year Ended
| ||March 31 2016 (in lacs) ||March 31 2015 (in lacs) |
|Total Income ||44738325.00 ||54413033.18 |
|Total Expenditure ||43492655.93 ||52959339.88 |
|Profit after Depreciation but before Tax ||1245669.07 ||1453693.30 |
|Less: Current Tax ||416164.00 ||502893.00 |
|Deferred Tax ||(31253.00) ||(53703.00) |
|Profit / (Loss) After Tax ||860758.07 ||1004503.30 |
During the year under review Your Company has recorded a total income of Rs.44738325 against Rs. 54413033.18 in the previous year. Profit after taxation for thefinancial year ended on 31st March 2016 decreased to Rs. 860758.07/- againstRs. 1004503.30/ - in the previous year.
RESERVE AND SURPLUS
Rs. 81517098.92 /- is being transferred to the reserve and surplus.
To Plough back the profits into the business the Board of Directors has not declaredany dividend during the year.
CHANGE IN THE NATURE OF BUSINESS
During the year the Company has not changed its nature of business.
The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments which can affect the financialposition of the Company occurred between the end of the financial year of the Company anddate of this report.
POSTAL BALLOT CONDUCTED DURING THE FINANCIAL YEAR 2015-16
During the year under Review One Postal Ballot has been conducted with notice dated15.10.2015 to approve the Following Resolutions:
1. For migrating from BSE SME to Main Board:
2. To increase the borrowing powers of the company:
3. Creation of security on the properties of the company in favor of the lenders:
4. Giving of loans/ guarantees providing of securities and making of investments insecurities:
*All the Resolutions have passed by the Shareholders and Result of the Postal Ballothas been declared as per Regulation 35A of Listing Agreements on 24th November2015.
MIGRATION FROM BSE SME TO MAIN BOARD
During the under review 2015-16 BSE Limited has granted approval the Migration ofEquity Shares of VKJ Infradevelopers Limited from BSE SME Platform to BSE Main boardPlatform with effect from January 14 2016 pursuant to SEBI circular dated 18th May 2010SEBI (Issue of Capital and Disclosure Requirements) Regulation 2009 BSE circular dated26th November 2012 and Listing Agreement with SME BSE Limited and provisions of CompaniesAct 1956 and 2013 (read with underlying rules and regulations notified by MCA) whichshall include any statutory modifications amendments thereto.
CHANGE OF REGISTRAR AND SHARE TRANSFER AGENT
During the year under review the company has changed the Registrar and Share Transferto MCS Share Transfer Agent Ltd.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory / regulatory compliances. The Company has astrong monitoring and reporting process resulting in financial discipline andaccountability.
RISK MANAGEMENT POLICY
Therefore in accordance with the provisions of the Companies Act 2013 the Boardmembers were informed about risk assessment and minimization procedures after which theBoard formally adopted steps for framing implementing and monitoring the risk managementplan for the company.
The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.
In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities. Business risk inter-aliafurther includes financial risk political risk fidelity risk legal risk. As a matter ofpolicy these risks are assessed and steps as appropriate are taken to mitigate the same.
PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE
The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as Annexure to this Report.
The information required pursuant to Section 197(12) read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofEmployees of the Company will be provided on request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information on employees particulars mentioned in rule 5(2) of the said rulewhich is available for inspection by the Members at the Registered Office of the Companyduring the business hours on working days of the Company upto the date of ensuing AnnualGeneral Meeting. If any Member is interest in inspecting the same such Member may writeto the Compliance officer in advance.
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES ANDASSOCIATE COMPANIES DURING THE YEAR
Since the Company has no subsidiaries as on 31st March 2016 provision of section 129of the Companies Act 2013 is not applicable.
STATE OF COMPANY AFFAIRS:
The Company is complying with all the applicable laws and provisions and there is noadverse action against the business operations of the Company.
During the year under review there is no change in the capital structure of thecompany.
However the Board of Directors in its meeting held on 30.08.2016 approved the subdivision of the face value of the equity shares from Rs. 10/- per share to Rs. 1/- pershare and recommend the same for the approval of shareholders in the 7th AnnualGeneral Meeting of the company proposed to be held on 30.09.2016.
In Terms of the provisions of Section 139 of the Companies Act 2013 M/s. NiteshPratap Singh & Associates having (Firm registration no. 026796N) were appointedas Statutory Auditors of the Company by the shareholders through Annual General Meetingdated 25th September 2015 to hold office till conclusion of ensuing AnnualGeneral Meeting. The said appointment is subject to ratification by the members at everyAnnual General Meeting.
The Board has recommended the appointment of M/s. Nitesh Pratap Singh &Associates having (Firm registration no.026796N) by the shareholders at theforthcoming Annual General meeting. The Company has received a letter from M/s NiteshPratap Singh & Associates having (Firm registration no. 026796N) confirming theireligibility under Section 141 of the companies Act 2013.
The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and therefore in the opinion of the Directors do not call for furthercomments.
EXTRACT OF THE ANNUAL RETURN
Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the f financial year ended 31st March 2016 made under theprovisions of Sect ion 92 (3) of the Act in Form MGT -9 is annexed herewith as Annexure I.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.
There was no foreign exchange earning & outgo during the financial year underreview.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.
DIRECTORS & COMMITTEES:
a) Changes in Directors and Key Managerial Personnel
During the year under review Ms. Asha Rani has been resigned from the directorship ofthe company w.e.f 17.09.2015 and Ms. Archna Devi has been appointed as the women directorof the company w.e.f 17.09.2015.
Further Ms. Aracha Devi has been resigned from the directorship of the company w.e.f01.12.2015 and Ms. Renu has been appointed as the women director of the company w.e.f01.12.2015.
Ms. Sonia Jain has been appointed as Company Secretary with effect from 20thNovember 2015.
b) Declaration by an Independent Director(s) and re- appointment if any
All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement.
c) Formal Annual Evaluation
Pursuant to the provisions of companies Act 2013 and clause 49 of the ListingAgreement the Board has carried out annual performance evaluation of its own performancethe directors individually as well the evaluation of the working of its Audit Nomination& Remuneration and Stakeholder committee. The manner in which the evaluation has beencarried out has been explained in Corporate Governance Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
a. BOARD MEETINGS
During the year Board Meetings were convened and held. The details of which are givenbelow. The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
|S. No. ||Date of meeting ||Total No. of Directors on the Date of Meeting ||No. of Directors attended |
|1. ||30th May 2015 ||4 ||4 |
|2. ||28th August 2015 ||4 ||4 |
|3. ||01th September 2015 ||4 ||4 |
|4. ||17th September 2015 ||4 ||4 |
|5. ||12th October 2015 ||4 ||4 |
|6. ||15th October 2015 ||4 ||4 |
|7. ||14th November 2015 ||4 ||4 |
|8. ||20th November 2015 ||4 ||4 |
|9. ||01st December 2015 ||4 ||4 |
|10. ||31st December 2015 ||4 ||4 |
|11. ||12th February 2016 ||4 ||4 |
|12. ||21st March 2016 ||4 ||4 |
EXTRAORDINARY GENERAL MEETINGS DURING THE FINANCIAL YEAR 2015-16
There is no Extraordinary General Meeting Convened during the Financial Year 2015-16.
The Board has well-qualified Audit Committee with majority of Independent Directorsincluding Chairman. They possess sound knowledge on Accounts Audit Finance TaxationInternal Controls etc.
The Audit Committee also advises the Management on the areas where internal controlsystem can be improved. The Terms of reference of the Audit Committee are in accordancewith Regulation 18 of Securities and Exchange Board Of India (Listing Obligations AndDisclosure Requirements) Regulations 2015 and Section 177 of the Companies Act 2013as follows:
Oversight of the Issuer's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;
Recommending to the Board the appointment re-appointment and if requiredthere
placement or removal of the statutory auditor and the fixation of audit fees.
Approval of payment to Statutory Auditors for any other services rendered by thestatutory auditors.
Reviewing with the management the annual financial statements beforesubmission to the board for approval with particular reference to:
(i) Matters required to be included in the Directors' Responsibility Statement to beincluded in the Board's report in terms of clause (2AA) of Section 217 of the CompaniesAct 1956;
(ii) Any changes in accounting policies and practices and reasons for the same;
(iii) Major accounting entries involving estimates based on exercise of judgment bymanagement;
(iv) Significant adjustments made in the financial statements arising out of auditfindings;
(v) Compliance with listing and other legal requirements relating to financialstatements;
(vi) Disclosure to any related party transactions;
(vii) Qualifications in the draft audit report.
Reviewing with the management the half yearly financial statements beforesubmission to the Board for approval.
Reviewing with the management performance of statutory and internal auditorsadequacy of internal control systems;
Reviewing the adequacy of internal audit function including the structure ofthe internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit.
Discussion with internal auditors any significant findings and follow upthereon;
Reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matters to the Board;
Discussion with Statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern;
Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.
During the year ended on 31st March 2016 the composition of AuditCommittee has been as under:
|a) Ms. Renu ||(Chairman) |
|b) Mr. Aayush Golash ||(Member) |
|c) Ms. Rakesh Jain ||(Member) |
During the financial year 2015-16 Five (5) meeting of Audit Committee was held i.e.30.05.2015 28.08.2015 12.10.2015 14.11.2015 12.02.2016
NOMINATION & REMUNERATION COMMITTEE
The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013 and Regulation19 of SEBI (Listing of Disclosure Requirements) 2015.
|a) Ms. Renu ||(Chairman) |
|b) Mr. Aayush Golash ||(Member) |
|c) Mr. Rakesh Jain ||(Member) |
During the financial year 2015-16 Six meeting of Nomination & RemunerationCommittee was held on 30.05.2015 17.09.2015 15.10.2015 20.11.2015 01.12.201512.02.2016
TERMS OF REFERENCE
The terms of reference of Remuneration Committee includes the following:
The remuneration committee recommends to the board the compensation terms of theexecutive directors.
The committee to carry out evolution of every director's performance andrecommend to the board his/her appointment and removal based on the performance.
The committee to identify persons who may be appointed in seniormanagement/Director in accordance with the criteria laid down.
Framing and implementing on behalf of the Board and on behalf of theshareholders a credible and transparent policy on remuneration of executive directorsincluding ESOP Pension Rights and any compensation payment.
Considering approving and recommending to the Board the changes in designationand increase in salary of the executive directors.
Ensuring the remuneration policy is good enough to attract retain and motivatedirectors.
Bringing about objectivity in deeming the remuneration package while striking abalance between the interest of the Company and the shareholders."
STAKEHOLDER RELATIONSHIP COMMITTEE
Our Company has constituted a Stakeholder Relationship Committee to redress thecomplaints of the shareholders. The committee currently comprises of three Directors. Ms.Renu is the Chairman of the committee.
|a) Ms. Renu ||(Chairman) |
|c) Mr. Rakesh Jian ||(Member) |
|d) Mr. Ayush Golash ||(Member) |
During the financial year 2015-16 Four (4) meeting of Stakeholder RelationshipCommittee was held i.e. 30.05.2015 28.08.2015 14.11.2015 and 12.02.2016.
ROLE OF STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee of our Board look into:
The redressal of investors complaints viz. non-receipt of annual reportdividend payments etc.
Matters related to share transfer issue of duplicate share certificatedematerializations.
Also delegates powers to the executives of our Company to process transfers etc.
The status on various complaints received / replied is reported to the Board ofDirectors as an Agenda item.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
During the year as per Section 177(9) read with Rule 7(1) of The Companies (Meeting ofBoard and its Powers) Rules 2014 Company is required to establish a Vigil Mechanism forits Directors and employees. In order to ensure that the activities of the Company and itsemployees are conducted in a fair and transparent manner by adoption of highest standardsof professionalism honesty integrity and ethical behavior the company has adopted avigil mechanism policy. This policy is explained in corporate governance report and alsoposted on the website of company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year Company has not provided Loans Guarantees and Investments coveredunder the provisions of Section 186 of the Companies Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. The details oftransactions with the Company and related parties are given for information under notes toAccounts.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
In order to prevent sexual harassment of women at workplace; the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 areeffective in the Company. Under the said Act every company is required to set up anInternal Complaints Committee to look into complaints relating to sexual harassment atworkplace of any women employee. The Company has in place an Anti Sexual Harassment Policyin line with the requirements of the Sexual Harassment of Woman at Workplace (PreventionProhibition and Redressal) Act 2013. All women employees (permanent contractualtemporary and trainee) are covered under this Policy.
The following is a summary of Sexual Harassment complaints received and disposed offduring the year: a. No. of Complaints received: 0
b. No. of Complaints disposed off : 0
MANAGERIAL REMUNERATION POLICY
Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Boardhave on the recommendation of the Nomination & Remuneration Committee framed a Policyfor Selection and appointment of Directors senior management and their Remuneration.
SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT
Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed
Ms. Neelam Bansal Proprietor of Neelam Bansal & Associates CompanySecretaries to undertake the Secretarial audit of the Company. The Secretarial AuditorReport provided By the Secretarial Auditor in Form No. MR-3 has been enclosed as AnnexureII. We have also attached the Secretarial Audit Report of the Financial Year 2014-15 asaddendum.
Explanation to the observations as notice in the Audit Report: The Management issearching the best person for the position and the Company will strive to complete thepending e - filing with Registrar of Companies NCT of Delhi & Haryana.
A report on Corporate Governance along with a certificate regarding the complianceswith conditions of Corporate Governance as per Chapter IV of SECURITIES AND EXCHANGE BOARDOF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 is annexed tothis report.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that -
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The board wishes to express and place on records its gratitude for the faith reposed inand cooperation extended to the company by the shareholders of the company. Your directorswish to place on record their deep sense of appreciation for the devoted and sincereservices of the executives staff and workers of the company for its success.
| ||FOR AND ON BEHALF OF THE BOARD || |
| ||VKJ INFRADEVELOPERS LIMITED || |
| ||Sd/- ||Sd/- |
|Place : Delhi ||MONOJ KUMAR ||RAKESH JAIN |
|Date : 30.08.2016 ||DIN: 06590962 ||DIN: 06689070 |
Annexure to the Directors Report Disclosure Under Section 197(12) of the Companies Act2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are given below:
|Sr. No. Name of Director/KMP and Designation ||Remuneration of Director/ KMP for FY 2015-16 (Rs.) ||% increase in Remuneration in FY 2015-16** ||Ratio of Remuneration of Director to Median Remuneration of employees ||Ratio of Remuneration of Director to Median Remuneration of Employees |
|1. Manoj Kumar ||300000 ||N.A ||N.A ||N.A |
|2. Sonia Jain ||36000 ||N.A ||N.A ||N.A |
During the year under review Ms. Sonia Jain has been appointed as Company Secretaryw.e.f 20th November 2016.
The number of permanent employees as on 31st March 2016 was 2.
Average of remuneration of employees excluding KMPs - Nil
No employee's remuneration for the year 2015-16 exceeded the remuneration of any of theDirectors.
Company's performance has been provided in the Directors' Report which forms part ofthe Board Report.
The key parameter for the variable component of key Managerial personnel(s) is linkedwith Company performance and Individual performance.
The remuneration of Directors KMPs and other employees is in accordance with theRemuneration Policy of the Company.
STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THECOMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIALYEAR ENDED MARCH 31 2016 -NOT APPLICABLE