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Vardhman Concrete Ltd.

BSE: 531444 Sector: Industrials
NSE: N.A. ISIN Code: INE115C01014
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NSE 05:30 | 01 Jan Vardhman Concrete Ltd
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VOLUME 292
52-Week high 10.90
52-Week low 5.23
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OPEN 5.30
CLOSE 5.30
VOLUME 292
52-Week high 10.90
52-Week low 5.23
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vardhman Concrete Ltd. (VARDHMANCONCR) - Director Report

Company director report

Dear Members

The Board of Directors hereby presents the report of the business and operations ofyour Company along with the audited financial statements for the financial year endedMarch 31 2021. In line with the requirements of the Companies Act 2013 and the rulesframed thereunder this report covers the financial results and other developments duringthe Financial Year 01st April 2020 to 31st March 2021.

1. Summary of operations/results:

The financial results of the Company for the year ended March 31 2021 as compared tothat of previous year are summarized as under:

(Amount in Lacs.)

Particulars For the year ended March 31 2021 For the year ended March 31 2020
Total Income 3.41 26.85
(less) Expenses 40.07 46.97
Profit / (Loss) Before Income Tax (36.65) (20.12)
(less) Taxes (1.07) (1.05)
Net Profit / (Loss) after Tax (35.58) (19.07)

2. Company's Affairs

During the financial year ended March 31 2021 the Company has incurred loss of Rs35.58 Lacs as against the total income of Rs. 3.41 Lacs and net loss of Rs 19.07 Lacsincurred during the previous financial year ended March 31 2020.

3. Transfer to General Reserves

During the year no amount has been transferred to general reserves.

4. Dividend

Your board does not recommend any dividend for the financial year ended March 31 2021.

5. Transfer of Unclaimed / Unpaid Amount

The Company was not required to transfer the amount of any unclaimed/unpaid dividend toInvestor Education Protection Fund in accordance of the provisions of Section 125(2) ofthe Companies Act 2013.

6. Change in the Nature of Business

There are no changes in the nature of business during the Financial Year ended March31 2021 and till the date of issue of this report.

7. Deposits

The Company has not accepted any deposits during the financial year as defined Section73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014;hence there is no default of re-payment and any unpaid / unclaimed deposits as on March31 2021.

8. Internal Financial Control (IFC)

Your Company's internal control system (including Internal Financial Controls withreference to financial statements) ensures efficiency reliability and completeness ofaccounting records and timely preparations of reliable financial and managementinformation compliance with all applicable laws and regulations optimum utilization andthe protection of the Company's assets.

9. Significant and Material Orders passed by the Regulators or Courts orTribunal

There are no significant material orders passed by the Regulators/Courts/Tribunalswhich would impact the going concern status of the Company and its future operations.

However there are certain legal disputes and claims which are under arbitrationproceedings before judiciary authorities. The outcome of these proceedings against theCompany may have significant impact on the loss for the quarter and net worth of theCompany as on March 31st 2021 the amount whereof is not presentlyascertainable.

10. Subsidiary Associate and Joint Ventures Companies

The Company does not have any subsidiary as per Clause 2(87) or associate as per Clause2(6) of the Companies Act 2013. The Company has entered into Joint Venture named"Divinity" and "DKS(JV)" for construction of Low cost housing andrelated infrastructure.

11. Performance and Financial Position of Subsidiary Associate and Joint VentureCompanies

The Company has no subsidiary; The Company had entered into a Joint Venture named"Diviniti" and DKS(JV) for Construction of Low Cost Housing and relatedInfrastructure work. The accounts of the same do not form part of the financial statementof the Company as the same have not been finalized till date.

12. Share Capital

During the year under review there was no change in the share capital of the Company.

A) Issue of Equity Shares with Differential Rights: The Company has not issuedany equity shares with differential rights during the Financial Year ended on March 312021. B) Issue of Sweat Equity Shares: The Company has not issued any Sweat EquityShares during the Financial Year ended on March 31 2021. C) Issue of Employee StockOptions: The Company has not issued any Employee Stock Options during the FinancialYear ended on March 31 2021.

13. Statutory Auditors

In accordance with the provisions of Section 139 of the Companies Act 2013 read withCompanies (Audit and Auditors) Rules 2014 M/s. G. P. Sharma & Co LLP CharteredAccountants (Firm Registration No. 109957W) were appointed as the Statutory Auditors ofthe Company for a period of 5 years to hold office from the conclusion of 36thAGM till the conclusion of the 41st AGM to be held in the year 2024.

14. Auditors' Report

Our auditors have given disclaimers in their report for the following matters and theOpinion/Clarification on the said matter is as follows:

Disclaimer Opinion/clarification
We draw attention to note no. 25 of the attached financial statement regarding the financial statements of the Company having been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has been continuously incurring losses since last several years and its net-worth stands substantially eroded. These conditions indicate the existence of uncertainty that may cast doubt about the Company's ability to continue as a going concern The Company has large order in hand hence its ability to continue inter-alia is dependent on the generation of cash flow profits from their execution and on the Company's ability to infuse requisite funds for meeting its obligations.
We draw your attention to Note No 27 and 28 Overdue Trade Receivables of Rs. 362.80 Lakhs and Advances and Deposits (included in the current assets) of Rs. 222.96 Lakhs which in our opinion is doubtful for recovery and appropriate provision should be made. However as explained by the Management the Company is making concerted efforts to recover the same and is confident of recovery in due course. Hence no provision is considered necessary at present. There are certain legal disputes and claims which are under arbitration proceedings before judiciary authorities. The outcome of these proceedings against the Company may have significant impact on the loss for the quarter and net worth of the Company as on March 31 2021 the amount whereof is not presently ascertainable.
Further aforesaid balances are subject to confirmation/reconciliations and subsequent to adjustments if any. As explained by the Management that there would not be any impact on loss for the year' ended March 31 2021 after such reconciliation.
b. There are certain legal disputes and claims which are under arbitration proceedings before judiciary authorities. The outcome of these proceedings against the Company may have significant impact on the loss for the quarter and net worth of the Company as on March 31 2021 the amount whereof is not presently ascertainable.
We draw attention to Note no. 29 Financials of Joint Venture M/s. Diviniti for the Financial year 2020-21 are not available and accordingly the management has taken the balance sheet as on March 2020. The Financials of Joint Venture M/s. Divinity are prepared by JV partners and the same not been received by Company.

15. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethereunder the Board has appointed M/s. Priti J Sheth& Associates PracticingCompany Secretaries as Secretarial Auditor of the Company to undertake the SecretarialAudit of the Company for the financial year ended March 31 2021.

16. Secretarial Audit Report

The Secretarial Audit Report for the financial year ended March 31 2021 is included as"Annexure A" and forms an integral part of this report.

17. Directors comment on qualification or observation

Our Secretarial auditors have qualified their report for the following Non-Compliancesand the Opinion/clarification on the said non-compliances are as follows:

Remarks Opinion/Clarifications
The Company has not appointed an internal auditor required to be appointed by the company pursuant to section 138 of the Companies Act 2013 and Companies (Accounts) Rules 2014; Due to low business operations the Company has not appointed an internal auditor; however considering the business environment the management is in the process to appoint one.
The Company has not prepared consolidated financial statements of the company and its joint venture ‘Divinity' for the year ended 31st March 2021 and has not attached along with its financial statement a separate statement in Form AOC-1 containing the salient features of the financial statements of ‘Divinity' pursuant to Sec 129(3) of the Companies Act 2013 read with Companies The Financials of Joint Venture M/s. Divinity are prepared by JV partners and the same has not been received by Company. Hence the company was not able to report the figures in AOC 1 and prepare the consolidated financials
(Accounts) Rules 2014.
Some shares are held by the promoters in Physical Form. The Company has intimated the promoters to convert the said shares into DEMAT which are presently held by the promoter in physical form.
The Company has generally complied with the provisions of the Act and the rules framed thereunder with respect to filing of forms and returns with the Registrar of Companies within/beyond the prescribed time except for filing of Form MGT 14 in respect of Board Resolution The Company is in process of filing of said Form MGT 14 with ROC.

Other remarks are self-explanatory and do not require any further clarifications.

18. Board of Directors and Key Managerial Personnel

The Composition of Board of Directors of the Company as on March 31 2021 is asfollows:

Sr. No. Name of Director/KMP DIN Category
1. Vishal Vardhan 03043125 Promoter Managing Director
2. Ramesh Vardhan 00207488 Promoter Non-Executive Director
3. Rajesh Vardhan 00199986 Promoter Non-Executive Director
4. Arvind Kothari 02169509 Independent Non-Executive Director
5. ShaileshJogani 06644699 Independent Non-Executive Director
6. Prashansa Pradeep Bora 08419397 Independent Non-Executive Director
7. Trishala Kanungo BUXPK1724K Chief Financial Officer
8. Burhanuddin Hotel AVEPH9374F Company Secretary
Wala

During the financial year ended 31st March 2021 following changes tookplace in the composition of the Board

(a) Re-appointments

Mr. Rajesh Vardhan (DIN- 00199986) retired by rotation at the 37th AGM heldon 29th December 2020 and was re-appointed as director u/s 152 of CompaniesAct 2013 at the said AGM.

Proposed Appointments

Pursuant to provisions of Companies Act 2013 Mr. Vishal Vardhan (DIN- 03043125)retires by rotation at the ensuing AGM of the Company and being eligible seeksre-appointment. The term of appointment of Mr. Vishal Vardhan as Managing Director ends on28th March 2022. The Board hereby recommends his re appointment for the furtherperiod of 3 years w.e.f 29th March 2022.

Following changes took place from the end of the financial year till the date ofissue of this report.

Mr. Arvind Kothari (DIN- 02169509) resigned as the director of the Company w.e.f 15thJune 2021.

19. Declaration by Independent Directors

The Company has received necessary declarations from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015.

In the opinion of the Board the Independent Directors appointed during the yearpossess appropriate balance of skills experience and knowledge that enable the Board todischarge its functions and duties effectively.

20. Familiarization programme for independent directors

All independent directors appointed on the Board attend a familiarization programme.

After appointment a formal letter is issued to the independent directors outlininghis/her roles functions duties and responsibilities.

21. Performance Evaluation of the Board/ Committees and Independent Directors

The Board of Directors have evaluated the overall performance of the Board as a wholeand also of each director individually including the Independent Director and found thesame to be satisfactory.

The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Non–Independent Directors was carried out by the IndependentDirectors. The Board of Directors expressed their satisfaction with the evaluationprocess.

The performance of the committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as composition of Committeeseffectiveness of committee meetings etc.

The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings.

22. Independent Directors Meeting

During the year under review the Independent Directors met once on 30thJune 2020 inter alia to discuss:

1. Evaluation of performance of Non-Independent Directors and the Board of Directors asa whole taking into account the views of Executive and Non-Executive Directors;

2. Performance evaluation of independent directors was done by the entire boardexcluding the independent director being evaluated;

3. Evaluation of the quality content and timelines of flow of information between theManagement and the board that is necessary for the Board to effectively and reasonablyperform its duties.

23. Extract of Annual Return

The Annual Return of the Company for the financial year ended March 31 2021 will beavailable on the website of the Company i.e.www.vardhmanconcreteltd.com once submitted toROC.

24. Corporate Social Responsibility

The provisions of Section 135 of the Companies Act 2013 and the Companies (CorporateSocial Responsibility Policy) Rules 2014 in respect of Corporate Social Responsibilityare not applicable to the Company.

25. Board Meetings

During the Financial Year 2020-21 the Board of Directors duly met Five times on 30thJune 2020; 15th September 2020; 12th November 2020; 25thNovember 2020; 05th December 2020; and 11th February 2021.

The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.

26. Committees of the Board

Currently the Board has three committees: the Audit Committee the Nomination andRemuneration Committee and the Stakeholders' Relationship Committee.

The details of the committees of the Board as on 31st March 2021 are asfollows:

a) Audit Committee

The Audit Committee of Directors is constituted as per the provisions of Section 177 ofthe Companies Act 2013. The Composition of Audit Committee is as follows.

Sr. No. Name of Director DIN Category
1. Mr. Arvind Kothari – Chairman 02169509 Independent Non-Executive Director
2. Mr. Rajesh Vardhan 00199986 Promoter Non-Executive Director
3. Mr. ShaileshJogani 06644699 Independent Non-Executive Director

Audit Committee duly met 4 times during the financial year ended March 31 2021 on 30thJune 2020; 15th September 2020; 12th November 2020 and 11thFebruary 2021.

 

The Audit committee was re-constituted effective 15th June 2021 consequent toresignation of Mr. Arvind Kohtari; Mr. Shailesh Jogani was inducted as chairman in placeof Mr. Arvind Kothari.

b) Nomination & Remuneration Committee

The Nomination & Remuneration Committee of Directors is constituted in accordancewith the requirements of Section 178 of the Companies Act 2013. The Composition ofNomination and Remuneration Committee is as follows:

Sr. No. Name of Director DIN Category
1. Mr. Arvind Kothari – Chairman 02169509 Independent Non-Executive Director
2. Ms. Prashansa Bora 08419397 Independent Non-Executive Director
3. Mr. ShaileshJogani 06644699 Independent Non-Executive Director

Nomination & Remuneration Committee met once during the financial year ended March31 2021 on 15th September 2020

 

The Nomination & Remuneration Committee was re-constituted effective 15thJune 2021 consequent to resignation of Mr. Arvind Kohtari; Mr. Shailesh Jogani wasinducted as chairman in place of Mr. Arvind Kothari

c) Stakeholders Relationship Committee

Pursuant to Section 178 of the Companies Act 2013 the Board of Directors hasconstituted the Stakeholders Relationship Committee. The Composition of StakeholdersRelationship Committee is as follows:

Sr. No. Name of Director DIN Category
1. Mr. Arvind Kothari – Chairman 02169509 Independent Non-Executive Director
2. Mr. Ramesh Vardhan 00207488 Promoter Non-Executive Director
3. Mr. Rajesh Vardhan 00199986 Promoter Non-Executive Director

Stakeholders Relationship Committee met once during the financial year ended March 312021 on.10th August 2020; 12 January 2021

 

The Stakeholders Relationship Committee was re-constituted effective 15thJune 2021 consequent to resignation of Mr. Arvind Kohtari; Mr. Shailesh Jogani(chairman) was inducted in place of Mr. Arvind Kothari

27. Particulars of transaction between the Company and the Non-Executive Directors

During the year under review the Company has not entered into any Transaction with itsNon-Executive Directors.

28. Particulars of Loans Guarantees and Investments

The Company has not given any loans provided any guarantees/ Security or made anyinvestment during the financial year ended on March 31 2021.

29. Related Party Transactions

The Company has not entered into any transactions with related parties falling underthe purview of section 188 of the Companies Act 2013 and Rules made there under.

30. Particulars of remuneration to directors key managerial persons and employees

During the year under review there were no employees who were in receipt of theremuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment andRemuneration) Rules 2014 and therefore no disclosures need to be made under the saidsection.

There is only one employee i.e. Company Secretary and the details of Company Secretaryin terms of remuneration drawn pursuant to rule 5(1) of Companies (Appointment andRemuneration) Rules 2014 is enclosed as "Annexure B" to the Board'sReport.

31. Conservation of Energy Technology Absorption foreign exchange earnings and outgo

The information relating to conservation of energy and technology absorption foreignexchange earnings and outgo by the Company is annexed to the report as "AnnexureC"

32. Material changes and commitments

There are no material Changes and Commitments affecting the Financial Position of theCompany from 01st April 2021 till the date of issue of this report.

33. Policy on director's appointment and remuneration

The current policy of the Company is to have an optimum combination of both executiveand independent directors to maintain the independence of the Board and separate itsfunctions of governance and management.

The policy of the Company on director's appointment and remuneration includingcriteria for determining qualifications independence of director and other matters asrequired under Section

178(3) of the Companies Act 2013 is available on our website(www.vardhmanconcreteltd.com). There has been no change in the policy since the lastfinancial year.

34. Risk Management Policy

The Board of Directors in consultation with the Audit Committee has framed a policy formanagement and mitigation of risk faced by them in its day to day operations further theBoard of Directors and the Senior Management of the Company have been entrusted with theresponsibility of identification development and implementation of the same across theorganization.

35. Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism/whistle blower policy to provide for adequatesafeguard against victimization of person who use such mechanism and make provision fordirect access to the chairperson of audit committee.

36. Corporate Governance

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 provide threshold for applicability of corporate governance rules. Your company doesnot exceed such threshold. Hence provision of corporate governance is not applicable toyour company.

37. Management Discussion and Analysis

The Management Discussion and Analysis report as per the SEBI (Listing Obligations andDisclosures) Regulations 2015 forms integral part of this Annual Report

38. Maintenance of Cost Records

Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to the Company.

39. Fraud Reported by Auditors

During the year under review there have been no instances of fraud which required theStatutory Auditors to report to the Audit Committee and / or Board or Central Governmentunder Section 143(12) of Act and Rules framed thereunder.

40. Directors' Responsibility Statement

In terms of Section 134(5) of the Companies Act 2013 in relation to financialstatements for the year ended 31st March 2021 the Board of Directors statethat:

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.

e. The Directors had laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and were operating effectively.f. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

41. Prevention of Sexual Harassment of Women at workplace

In order to prevent sexual harassment of women at workplace your company has adopted apolicy for prevention of Sexual harassment of women at workplace. During the year underreview the Company has not received any complaints in this regard.

42. Internal Complaints Committee

Your Company was not required to constitute the Internal Complaints Committee under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013[14 of 2013].

43. Acknowledgements

Your Directors wish to place on record their sense of appreciation for the excellentsupport received from the government authorities bankers and consultants in the workingof the Company.

By Order of the Board
Sd/ Sd/
Vishal Vardhan Rajesh Vardhan
Date: 01st September 2021 Managing Director Director
Place: Mumbai DIN: 03043125 DIN: 00199986

.