Your Directors have pleasure in presenting the Twenty Fifth Annual Report of theCompany along with the Audited Statement of Accounts for the year ended 31stMarch2019.
1. FINANCIAL RESULTS:
(Rs in Lakhs)
|Particulars ||31-03-2019 ||31-03-2018 |
|Total Income ||0.44 ||177.88 |
|Total Expenses ||18.96 ||131.54 |
|Profit (Loss) before Tax ||(18.52) ||46.35 |
|Provision for Tax ||(4.68) || |
|Profit (loss) after Tax ||(13.84) ||46.35 |
|Balance brought forward: || || |
|Surplus in the Profit & Loss Account ||210.21 ||163.87 |
|Add : Profit/(loss) for the year ||(13.84) ||46.35 |
|Balance carried to Balance Sheet ||196.37 ||210.21 |
2. PERFORMANCE & RESULTS:
During the year under review the Company has incurred loss amounting to Rs 13.84 Lakhsas against profit of Rs. 46.35 Lakhs of the previous year on account of stagnancy in realestate market. Your Directors are continuously looking for future growth of the Company inreal estate industry.
3. OPERATIONS AND FUTURE PLANS:
The Company continues to be engaged in the activities pertaining to Transfer ofDevelopment Rights (TDR) and real estate business. Further steps will be taken toaccelerate the same.
4. CHANGES IN THE NATURE OF BUSINESS IF ANY:
During the year under review there was no change in nature of the business of theCompany.
In view of the losses your Directors regret inability to declare Dividend for financialyear under review.
6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The internal Auditors are an integral part of the internalcontrol mechanism. To maintain its objectivity and independence the Internal Auditorsreports to the Chairman of the Audit Committee of the Board.
7. STATUTORY AUDITORS AND AUDITOR'S REPORT: Statutory Auditor:
M/s M. L Bhuwania and Co LLP Chartered Accountants retiring auditors is eligible forre-appointment and has expressed their willingness to accept office if re-appointed. Theyhave furnished a Certificate under section 141 of the Companies Act 2013 for theireligibility for re-appointment and consent letter to act as an auditor.
They have further confirmed that the said appointment if made would be within theprescribed limits under section 143(1)(g) of the Companies Act 2013.Your directorsrecommend their appointment as the statutory auditors till the conclusion of the nextAnnual General Meeting.
The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any other comments. The Auditors Report does not containany qualifications reservations or adverse remarks.
8. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed PRS Associates Company Secretaries in Practice to undertake theSecretarial Audit of the Company for the Financial Year 2018-19. The Secretarial AuditReport (e-form MR-3) is annexed herewith as Annexure-III.
The Secretarial Audit Report does not contain any qualification reservation or adverseremarks.
9. INTERNAL AUDITOR:
Pursuant to the provisions of section 138(1) of the Companies Act 2013 read with Rule13 of the Companies (Accounts) Rules 2014 the Company has appointed M/s Varun Tiwari& Company Chartered Accountants as an Internal Auditor of the Company for theFinancial year 2018-2019.
10. EXTRACT OF ANNUAL RETURN:
In accordance with requirements under Section 134(3)(a) of the Companies Act 2013 thedetails forming part of the extract of the Annual Return in form MGT-9 is annexed herewithas (Annexure- I).
11. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provisions of Section 134 (3) (o) and 135(1) of the Companies Act 2013 read withRule 8 of Companies (CSR) rules is not applicable to the Company as it is not fallingunder the criteria mentioned in the Act.
A. Changes in directors and Key Managerial Personnel
In terms of Section(s) 149 152 and all other applicable provisions of the CompaniesAct 2013 for determining the Directors liable to retire by rotation the IndependentDirectors are not included in the total number of Directors of the Company. AccordinglyMs. GrishmaSavla (DIN: 01693533) shall retire by rotation at the ensuing Annual GeneralMeeting and being eligible have offered themselves for reappointment as Directors of theCompany. Mr. Sushil Kapoor (DIN 00852605) has been appointed as Independent Director ofthe Company w.e.f.06.09.2018. In terms of Sections 196197198 and 203 read with ScheduleV and other applicable provisions of the Companies Act 2013 The Board of the Directors ofyour Company at its meeting held on 1st February 2019 re appointed Mr KantilalSavla(DIN:00403389) as a Wholetime Director for the period of Five years from 2nd February2019 to 1st February 2024 subject to the approval of shareholders at ensuing AGM. TheBoard of Directors of the Company at its meeting held on 06thAugust 2019 hasappointed Mr. Rohan Shah [DIN 07490755] and Mr. Nishit Savla [DIN 01552667] as AdditionalDirectors of the Company.
Mr.Ramesh Meisheri has resigned from the post of Independent Director of the Companyw.e.f.06.08.2019 on account of pre-occupation.
Ms Manisha Kudtarkar resigned from the post of Company Secretary and Chief FinancialOfficer w.e.f. 10th August 2018. Board of the Directors of the Company at itsmeeting held on 10th August 2018 appointed Mr Divyaprakash R. Dubey as CompanySecretary of the Company and Ms Prarthana Malgaonkar as Chief Financial Officer of theCompany. Brief profile of the Directors proposed to be re-appointed as required underRegulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are part of the Notice convening the Annual General Meeting.
B. Familiarization Program for Independent Directors
Every Independent Director of the Company is provided with ongoing information aboutthe industry and the Company so as to familiarize them with the latest developments. TheIndependent Directors also visit the facilities at various locations of the Company wherethey can visit and familiarize themselves with the operations of the Company.
C. Annual Evaluation of Board of Directors its Committees and individual Directors:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out the annualevaluation of its own performance the directors individually as well as the working ofits committees. The structured evaluation report was prepared after taking intoconsideration inputs received from the directors covering various aspects of the
Board's functioning such as adequacy of the composition of the Board and itscommittees. A separate exercise was carried out to evaluate the performance of individualdirectors including the Chairman of the Board who are evaluated on parameters such aslevel of engagement and contribution independence of judgment safeguarding the interestsof the Company and its minority shareholders etc. The performance evaluation of theIndependent directors was carried out by the entire Board. The performance evaluation ofthe Chairman and the non-independent directors was carried out by the independentdirectors who also reviewed the adequacy and flow of information of the Board. Thedirectors expressed their satisfaction with the evaluation process.
13. DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have given declarations that they meet with the criteriaof independence as prescribed under sub-section (6) of Section 149 of the Companies Act2013 and under Regulation 16(1)(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other business matters.
The notice of Board Meeting is given well in advance to all the Directors. The Agendaof the Board / Committee meetings is circulated at least a week prior to the date of themeeting.
During the year under review five (5) Board Meetings and four (4) Audit committeemeetings were convened and held. Details of each such meeting are given in the CorporateGovernance Report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.
15. COMMITTEES OF THE BOARD
During the financial year 2018-19 the Company had three (3) Committees of the Boardnamely ? Audit Committee
? Nomination and Remuneration Committee ? Stakeholders Relationship Committee
The Board decides the terms of reference for these Companies. Minutes of meetings ofthe Committees are placed before the Board for information. The details as to thecomposition terms of reference number of meetings and related attendance etc. of theseCommittees are provided in detail in the Corporate Governance Report which forms a partof this Annual Report.
16. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism (Whistle Blower Policy) for Directors andemployees of the Company to report genuine concerns. The Whistle Blower Policy providesfor adequate safeguards against victimization of persons who use such mechanism and makeprovision for direct access to the Chairman of the Audit Committee in appropriate orexceptional cases.
17. NOMINATION AND REMUNERATION POLICY:
The Nomination & Remuneration Committee of the Board of Directors has adopted apolicy which deals with the manner of selection and appointment of Directors SeniorManagement and their remuneration. The policy complies with the provisions of sub-section(3) of Section 178 of the Companies Act 2013.
Major criteria defined in the policy framed for appointment of and payment ofremuneration to the Directors of the Company is available on the website of the Company:www.vaghanitechnobuild.com.
18. PARTICULARS OF CONTRACTS OR ARRNAGEMENTS WITH RELATED PARTY:
During the year under review the Company has entered into contracts / arrangements /transactions with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 which were in ordinary course of business and on an arm's lengthbasis. The details of which are as under:
All Related Party Transactions are placed before the Audit Committee and also the Boardfor their approval. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are of a foreseen and repetitive nature. The transactions entered intopursuant to the omnibus approval so granted are audited and a statement giving details ofall related party transactions is placed before the Audit Committee and the Board ofDirectors for their approval on a quarterly basis.
|Sr. Name of the No. Related party ||Name of the director or KMP who is related if any ||Nature of Relationship ||Nature material terms monetary value and particulars of the contract or arrangement ||Any other information relevant or important for the members to take decision on the proposed resolution. |
|1 Integrated Spaces limited ||1. Mr. Kantilal M. Savla ||Common Directorship ||Earnest money deposit for TDR paid ||Nil |
| ||2. Ms. Grishma K. Savla || ||INR 25200000 || |
The transactions with the related parties are disclosed in Note No. 29 to theNotes on Accounts forming part of the Annual Report.
19. CORPORATE GOVERNANCE:
The paid up Equity Share Capital and Net Worth as per audited Balance Sheet as at 31stMarch 2018 of our company is Rs. 522 Lakhs and Rs.732.21Lakhs respectively. In view of thesame and pursuant to clause 15 (2) (a) of SEBI (LODR) Regulations 2015 the compliancewith the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses(b) to (i) of sub-regulation (2) of Regulation 46 and para C D and E of Schedule V ofSEBI (LODR) Regulations. 2015 shall not apply to our company. Further the paid up EquityShare Capital and Net Worth as per latest audited Balance Sheet as at 31stMarch 2019 of our company is Rs.522 Lakhs and Rs. 718.37 Lakhs respectively. However as amatter of good Corporate Governance practice a detailed report on the CorporateGovernance system and practices of the Company forming part of this report is given as aseparate section of the Annual report as Annexure II..
20. RISK MANAGEMENT POLICY
The Company follows a proactive risk management policy aimed at protecting its assetsand employees which at the same time ensuring growth and continuity of its business.Further regular updates are made available to the Board at the Board meeting and inspecial cases on ad-hoc basis.
21. DIRECTORS RESPONSIBILITY STATEMENT:
In compliance with Section 134(3)(c) of the companies Act 2013 your directors on thebasis of information made available to them confirm the following for the year underreview:
(i) in the preparation of the annual financial statements for the year ended March31 2019 the applicable accounting standards had been followed and that no materialdepartures have been made from the same.
(ii) They have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theloss of the company for that period.
(iii) They have 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.
(iv) They have prepared the annual accounts on a going concern basis.
(v) They have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively; and
(vi) They have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
22. MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis on the business and operations of the companyforming part of this report is given as a separate section of the annual report.
23. MANAGERIAL REMUNERATION
During the year under review the Company has not paid any remuneration sitting feesfor attending Board / Committee Meetings and Commission to any of its Directors.
24. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES:
During the year under review no remuneration has been paid to any of the directorsand hence the ratio of remuneration of each Director to the median of the employees hasnot been calculated.
25. PERSONNEL / PARTICULARS OF EMPLOYEES:
The company continues to maintain cordial relationship with its workforce.
There were no employees during the whole or part of the year who were in receipt ofremuneration in excess of limits as covered under the Companies Act 2013 read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
The total number of permanent employees employed with your company as 31stMarch2019 is one (2).
26. INDUSTRIAL RELATIONS
The industrial relations continued to be generally peaceful and cordial during theyear. Your Directors recognize and appreciate the sincere and hard work loyaltydedicated efforts and contribution of all the employees during the year under review.
27. CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The Company has not consumed energy of the significant level and accordingly nomeasures were taken for energy conservation and no additional investment was made forreduction of energy conservation. The particulars regarding technology absorption andForeign exchange earnings and out go pursuant to Section 134 (3) (m) of the Companies Act2013 are NIL.
28. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The earnings and expenditure in foreign currency are NIL.
29. SEXUAL HARASSMENT:
During the year under review there were no cases filed or reported pursuant to theSexual Harassment of women at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Company has not accepted any deposits from public within the purview of provisionsof Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules 2014 during the year under review and no amount of principal or interest on fixeddeposits was outstanding as on the Balance Sheet Date.
31. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees and Investments covered under the provision of Section 186of the Companies Act 2013 are given in the notes to the Financial Statements.
32. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
33. CASH FLOW STATEMENT:
In conformity with the Accounting Standard issued by the Institute of CharteredAccountants of India and the provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Cash Flow
Statement for the year ended March 31 2019 is annexed to the accounts.
34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS IF ANY:
There are no significant material order passed by the Regulators/ Courts which wouldimpact the going concern status of your Company and its future operations.
35. MATERIAL EVENTS OCCURING AFTER BALANCE SHEET DATE:
During the year under review there were no other material events and commitmentsaffecting financial position of the Company occurring after Balance sheet date.
36. AMOUNT TRANSFER TO RESERVES:
During the year under review the company does not propose to transfer any amount toits Reserves pursuant to the provisions of Section 134(3)(j) of the Companies Act 2013.
37. ISSUE OF SHARES:
The Company during the year under review has not issued any Sweat Equity Shares orShares with differential rights or under Employee Stock option scheme nor did it buy-backany of its shares.
Since the Company has no subsidiaries provisions of Section 134(3)(q) of the CompaniesAct 2013 read with Rule 8(5)(iv) of Companies (Accounts) Rules 2014 are not applicable.
39. LISTING WITH STOCK EXCHANGE:
The Company has complied with the requirements of the BSE Ltd. / SEBI and any StatutoryAuthority on all matters related to capital markets during the last three years. Nopenalties or strictures have been imposed on the Company by these authorities. Shares ofthe Company are listed with BSE Limited. Scrip Code No. 531676. The Company confirms thatit has paid the Annual Listing Fees for the year 2019-2020 to BSE Ltd. where the
Company's shares are listed.
Yours Company and its Directors wish to sincerely thank all the customers financialinstitutions creditors etc for their continuing support and co-operation.
Yours Directors express their appreciation for the dedicated and sincere servicesrendered by the employees of the Company and sincerely thank the shareholders for theconfidence reposed by them in the company and from the continued support and co-operationextended by them.
|For and on behalf of the Board of Directors |
|For Vaghani Techno-Build Limited |
|Kantilal M Savla |
|Chairman & Whole Time Director |
|Place: Mumbai |
|Date: 06thAugust2019 |