Your Directors have pleasure in presenting their Twenty-Second Annual Report and theStatement of Audited Accounts of your Company for the year ended 31st March 2017.
|FINANCIAL RESULTS || || |
| ||(Amount in Lacs) || |
| ||Year ended 31.3.2017 ||Year ended 31.3.2016 |
|Turnover ||1628.47 ||5985.15 |
|Profit/(Loss) Before Depreciation Finance Charges & Taxation ||217.18 ||460.84 |
|Profit/(Loss) before Depreciation & Taxation ||1775.81 ||(1527.02) |
|Profit/(Loss) after Depreciation & Taxation ||(1846.79) ||(1548.50) |
|Surplus (Deficit) of Profit and Loss Account of earlier year ||(1548.50) ||34.29 |
|Balance carried over to Balance Sheet ||(1846.79) ||(1548.50) |
In view of the losses the Board of Directors is unable to declare any dividend for theyear ended 2016-2017. Transfer of unclaimed Dividend Declared for the year 2013-2015 doesnot arise.
AMOUNT TRANSFERRED TO RESERVES
The Board has decided to carry Rs.(1846.79) lacs to its reserves.
STATEMENT ON COMPANY'S AFFAIRS
In view of sluggish market condition the sale of flats was very low. However thecompany will develop new projects during the current year. During the year 31st March2017 your company has made loss after tax of Rs. (1846.79) lacs as against loss of Rs.(1548.50) lacs in the previous year.
MATERIAL CHANGES SINCE END OF FINANCIAL YEAR TILL DATE OF THIS REPORT
There is no material changes since end of financial year till date of this Report.
The company has not invited or accepted any Fixed Deposits from the public during theyear under review.
The Company does not have any Subsidiary entity.
PARTICULARS OF CHANGE IN BUSINESS
There is no change in the business operations of the Company
The Auditors has given qualification in CARO Report for delay in payment as the sameare self-explanatory as our Company is passing through liquidity crunch and facing lot ofdifficulties.
SECRETARIAL AUDITORS REPORT
The Secretarial Auditors' Report dated August 10 2017 are attached as per ANNEXURE'A' forming part of Directors' Report. As Regards the Qualification i.e. the Appointmentof Chief Financial Officer the Company is making efforts to induct CFO in due course oftime.
EXTRACTS OF THE ANNUAL RETURN IN MGT9
The Annual Return in MGT9 form is annexed herewith as Annexure "B" to thisReport.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
Information in accordance with Section 134 (3)(m) of the Companies Act 2013 read withthe Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 2014is given as below forming part of this report. The disclosure of particulars with respectto Conservation of Energy is not applicable in the case of your company.
Particulars as required under Companies (Disclosure of Particulars in the Report ofDirectors) Rules 1988 and forming part of Directors' Report for the year ended 31stMarch 2017.
|I. RESEARCH & DEVELOPMENT (R & D) || |
|a) Specific areas in which R & D carried out by the Company ||None |
|b) Benefits derived as a result of the above R & D ||None |
|c) Further plan of action ||None |
|d) Expenditure on Research & Development ||Nil |
|II. TECHNOLOGY ABSORPTION ADAPTATION & INNOVATION || |
|a) Efforts in brief made towards Technology Absorption Adaptation and Innovation ||Nil |
|b) Benefit derived as a result of the above effort ||Nil |
|c) Particulars of Technology imported during the last 5 years ||Nil |
|III. FOREIGN EXCHANGE EARNINGS & OUTGO || || |
|a) Activities relating to exports and export plans || ||Nil |
| ||Current Year ||Previous Year |
| ||Rs. ||Rs. |
|b) Total Foreign Exchange Used & Earned: || || |
|i ) Foreign Exchange Used ||NIL ||536125 |
|ii) Foreign Exchange Earned ||NIL ||NIL |
The Company is listed on the following Stock Exchange. 1. Bombay Stock Exchange Ltd.
The Board consists of 4 Directors out of which one is Executive Director and otherthree Directors are Independent Directors. THUS THERE IS NO QUESTION OF DIRECTORSRETIRING BY ROTATION.There is no change in the composition of the Directors during theyear.
Declaration by Independent Directors. Lft. Col. (Retd.) Pakala Venkat Ramana Mr. VinodChintaman Deo and Mr. Ajaykumar Nautamlal Jani that they meet the criteria pursuant toprovisions of Sec 149 (c) of the Companies Act 2013 are received by the Company.
As regards the appointment of Women Director under Section 149 of the Companies Act2013 your company has already appointed Mrs. Kirti Kishore Padave as Women (Executive)Director as per the Board of Directors Meeting held on 14th August 2012.
DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION BY DIRECTOR FROM A COMPANY
None of the Directors of the Company are receiving any Commission from the Company;hence the requirement of disclosure is not applicable.
DISCLOSURE ABOUT RECEIPT OF COMMISSION/ REMUNERATION BY MANAGING DIRECTOR/ WHOLE-TIMEDIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY
Since the Company does not have any Holding or Subsidiary Company the requirement ofdisclosure is not applicable. None of the Director or Whole-time Director of the Companyare receiving any Commission or Remuneration from its Holding or Subsidiary Company.
EVALUATION OF BOARD COMMITTEES & DIRECTORS
Pursuant to the provisions of the Act and the Listing Regulations the Board hadcarried out performance evaluation of its own the Board Committee and of the IndependentDirectors and found to be very satisfactory.
REPORTING OF FRAUD
The Auditors of the Company have not reported any instances of Fraud Committed againstthe Company by its officers or employees as specified Under Section 143(12) of theCompanies Act 2013.
DISCLOSURE OF SPECIFIED BANK NOTES
The information is covered in Note No. 33 forming part of the Financial Statement ofthis Annual Report.
BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
The Company has not issued any Sweat Equity Shares during the year under review hencethe requirement of disclosure is not applicable.
No Bonus Shares were issued during the year under review hence the requirement ofdisclosure is not applicable.
EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees hence therequirement of disclosure is not applicable.
EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS
The Company has not issued any Equity Shares with Differential Voting Rights during theyear under review hence the requirement of disclosure is not applicable.
The details of programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the company and related matters are put onthe website of the company at the link: www.vasinfrastructureltd.com
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibility are not applicable to our Company.
INTERNAL CONTROL SYSTEMS
The Company has got internal control system commensurate to the size and the systemsand operations. It is supplemented by extensive internal audit procedures reviewed byManagement and Audit Committee. The internal audit covers all the activities of thecompany . Company reviews findings of internal audit system on regular basis and they areupgraded based on internal audit recommendations. Your company's statutory Auditors' haveconfirmed the adequacy of internal control systems.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors of the Company confirm that : i) In the preparation of theAnnual Accounts the applicable accounting standards have been followed and whereverrequired proper explanations relating to material departures have been given. ii) theDirectors have selected such accounting policies and applied them consistently and madejudgements 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 theprofit or loss of the Company for that period. i i) proper and sufficient care hasbeen taken for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities. iv) the Accounts have been prepared on a goingconcern basis. v) The Directors had laid down internal financial controls and suchinternal financial controls are adequate and were operating efficiently. vi) The Directorshad devised proper system to ensure compliance with the provisions of all applicable lawsand such systems were adequate and operating efficiently.
PARTICULARS OF EMPLOYEES
There were no employees who were in receipt of remuneration in excess of the amountprescribed under Section 134(3c) of the Companies Act 2013 read with the Companies(Appointment and Remuneration) Rules 2014 during the year under review.
The Companies Income Tax Assessment have been completed upto the year ended 31st March2014.
The Government of India enacted the Real Estate (Regulation and Development ) Act 2016with effect from 01.05.2016. The Act has been promulgated with the objectives ofestablishing institutional infrastructure to ensure the functioning of the Real EstateSector in an efficient and transparent manner to protect consumer interest.
The RERA has been vested with powers to accept the complaints call for information andissue interim orders directions and penalties. Maharashtra is the first state in theCountry to be 100% RERA ready. This is a turning point in the way we do our business andthe way our industry will be looked on in the future.
Industrial Relations with all the employees of the Company were cordial during the wayyear under review.
SEXUAL HARASSMENT ON WOMEN (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has formed an Internal Complaints Committee (ICC) which is responsible forRedressal of complaints related to Sexual Harassment as per the policy.
During the year under review there was no complaint of sexual harassment onwomen/employees.
RELATED PARTY TRANSACTIONS
All the Related Party Transactions (RPT) entered into by the Company during the yearunder Review were at arms' length in the Ordinary course of business. All the RelatedParty Transactions (RPT) are placed before the Audit Committee forits approval. As suchno particulars of such contracts or arrangements are furnished. However the same has beenenumerated in Note No. 31 of the Balance-Sheet. Green initiatives - Electronic copies ofthe Annual Report 2016-2017 and the Notice of the AGM are sent to all the members whoseemail address are registered with the R&T Agents i.e. M/s. Sharex Dynamics (I) Pvt.Ltd. For members who have not registered their email addresses physical copies are sentin the permitted mode.
Your Directors place on record their sincere thanks to the State and Central Governmentfor their Co-operation and dedicated and devoted services rendered by the employees of theGroup of Companies at all levels. Your Directors also thank the Bankers customersshareholders and the suppliers of services of your Company for their co-operation andvaluable support.
| ||BY ORDER OF THE BOARD |
|REGISTERED OFFICE ||(KIRTI KISHORE PADAVE) |
|PLOT 757/758 JWALA ESTATE ||EXECUTIVE DIRECTOR |
|GROUND FLOOR SONI WADI || |
|NEAR KORA KENDRA || |
|OFF S.V. ROAD BORIVALI (WEST) || |
|MUMBAI 400 092 || |
|PLACE : MUMBAI || |
|DATED : 10.8.2017 || |