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Vas Infrastructure Ltd.

BSE: 531574 Sector: Infrastructure
NSE: N.A. ISIN Code: INE192C01013
BSE 10:30 | 30 Nov 3.66 -0.19
(-4.94%)
OPEN

3.66

HIGH

3.66

LOW

3.66

NSE 05:30 | 01 Jan Vas Infrastructure Ltd
OPEN 3.66
PREVIOUS CLOSE 3.85
VOLUME 5
52-Week high 9.11
52-Week low 3.38
P/E
Mkt Cap.(Rs cr) 6
Buy Price 3.66
Buy Qty 2295.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.66
CLOSE 3.85
VOLUME 5
52-Week high 9.11
52-Week low 3.38
P/E
Mkt Cap.(Rs cr) 6
Buy Price 3.66
Buy Qty 2295.00
Sell Price 0.00
Sell Qty 0.00

Vas Infrastructure Ltd. (VASINFRA) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their Twenty-Six Annual Report and theStatement of Audited Financial Statement for the year ended 31st March 2021 are asfollows:

FINANCIAL RESULTS (Amount in Lacs)
Year ended 31.3.2021 Year ended 31.3.2020
Turnover (100.76) 262.06
Profit/(Loss) Before Depreciation Finance Charges & Taxation (33.54) (155.01)
Profit/(Loss) before Depreciation & Taxation (3495.91) (2727.75)
Profit/(Loss) after Depreciation & Taxation (3521.13) (2757.39)
Surplus (Deficit) of Profit and Loss Account of earlier year (10743.79) (7986.40)
Balance carried over to Balance sheet (3521.13) (2757.39)

DIVIDEND

In view of the losses the Board of Directors is unable to declare any dividend for theyear ended 2020-2021.

Transfer of unclaimed Dividend Declared for the year 2013-2015 does not arise as thetime limit are 7 years. Shareholders who have not encashed their dividend warrantsrelating to the dividend are requested to send their request for issue of Duplicatewarrants to the Company immediately.

COVID- 19 PANDEMIC

As reported in the Last year of Annual Report and again in the Financial Year 2020-2021was an unprecedent year with Covid- 19 Pandemic impacting the globe and global supplychains amidst biggest global health crisis ever faced by the world. The entire world hasbeen caught within the Covid -19 Quagmire. The Global Pandemic has not only increased thehealth care burden on all the countries but also directly impacted multiple Industries Toput it mildly Covid-19 is an unprecedent adversity for businesses government andindividuals alike.

However the 2 Wave of Covid-19 is severely affecting many parts of India and majordisaster again. Lock down measures are back in force in many states and your Company isfollowing all the guidelines and ensuing compliances while carrying out businessactivities.

In view of the outbreak of the pandemic the economy undertook timely and essentialmeasures to ensure the safety and well-being of all its employees at all its sitelocations and offices. The Company observed all the Government advisories and guidelinesthoroughly and in a good faith.

AMOUNT TRANSFERRED TO RESERVES

The Board has decided to carry Rs. (3521.13) lacs losses to its reserves.

NATURE OF INDUSTRY

The Company is directly engaged in the business of Development of Real Estateresidential facilities including infrastructure.

STATEMENT ON COMPANY'S AFFAIRS

In view of sluggish market condition the sale of flats was very low. However barringthe unforeseen circumstances your company will develop new projects during the currentyear.

During the year ended 31st March 2021 your company has made loss after tax of Rs.(3521.13) lacs as against loss of Rs.(2757.39) 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 the financial year till date of this Report.

ASSOCIATE COMPANIES

As on 31 March 2021 no Company is an Associate of the Company.

During the year no other Company became a Subsidiary/Associate/Joint Venture Companyof the Companies.

DEPOSITS

The company has not invited or accepted any Fixed Deposits from the public during theyear under review.

ONE TIME SETTLEMENT WITH SYNDICATE BANK (Now Canara Bank)

Your company has entered OTS with Syndicate Bank (now Canara Bank) against outstandingdues during the current year 2020-2021 on various terms and conditions including Re-payment schedules etc.

The matter is actively followed from time to time.

SUBSIDIARY COMPANY

The Company does not have any Subsidiary/Joint Venture/Associate Company as on the yearended 31st March 2021.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENT:

Particulars of the loans given Investment made or guarantee given or security providedand the purpose for which the loan or guarantee or security is proposed to be utilized bythe recipient of the loan or security are provided if any to the Financial Statement.

PARTICULARS OF CHANGE IN BUSINESS

There is no change in the business operations of the Company.

VOLUNTARY REVISION OF FINANCIAL STATEMENTS

We state that there is no Voluntary Revision of Financial Statements during theFinancial Year 2020-2021.

GLOBAL DEPOSITORY RECEIPT

During the year the company has not received any Global Depository Receipt or AmericanDepository Receipt or warrants or any convertible instruments which has impact on ourShare Capital (Equity) .

COMMODITY PRICE RISK OR FOREIGN EXCHANGE

There is no commodity price risk or foreign exchange risk to the company as ouractivities are redevelopment including Building and construction.

WEB ADDRESS

Our Web address is www.vasinfrastructureltd.com and all the datas including AnnualReport and various others matters are displayed on our website.

ANNUAL RETURN

As required under Section 134(3)(a) and Section 92(3) of the Act the data on AnnualReturn has been uploaded on the Company's' website and can be accessed atwww.vasinfrastructureltd.com under Investor Relation.

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES/INDUSTRIAL RELATIONS

There is no Material Development on human resources /industrial relations frontincluding number of employees.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

As stated the Company has three (3) Independent Directors and one is Executive (Women)Director on the Board of the Company. Our None of the employees are related with any ofthe Directors of the Company.

STATUTORY AUDITORS

At the AGM held on 28 September 2018 M/s. NPV & Associates Chartered Accountants(Firm Registration No 129408W) were appointed as Statutory Auditors of the Company untilthe Financial Year 2021-2022 i.e. for a period of 5 years.

The Notes and Remarks on the Financial Statement referred to in the Auditors Reportissued by M/s. NPV & Associates Chartered Accountants Mumbai for the Financial Yearended 31st March 2021 are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITORS REPORT

The Secretarial Auditors' Report dated June 22 2021 issued by M/s. Kaushik Nahar& Associates are attached as per ANNEXURE 'A' forming part of Directors' Report. Asregards the Qualifications on SEBI matter the same are self-explanatory. The otherQualifications i.e. civil litigations against the Company the Legal Department arehandling the matter for and on behalf of the Company and actively followed from time totime.

Further in the matter of SEBI and as per Qualification (Secretarial Audit Report) datedJune 22 2021 the same has been clarified and explained under Directors' Report. and thesame are self-explanatory.

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 2021.

Current Year Previous Year
Rs. Rs.
I. RESEARCH & DEVELOPMENT (R & D)
a) Specific areas in which R & D carried out by the Company. None None
b) Benefits derived as a result of the above R&D None None
c) Further plan of action:- None None
d) Expenditure on Research & Development Nil Nil
II. TECHNOLOGY ABSORPTION ADAPTATION & INNOVATION
a) Efforts in brief made towards Technology Absorption Adaptation and Innovation Nil Nil
b) Benefit derived as a result of the above effort Nil Nil
c) Particulars of Technology imported during the last 5 years Nil Nil
III. FOREIGN EXCHANGE EARNINGS & OUTGO
a) Activities relating to exports and export plans Nil Nil
b) Total Foreign Exchange Used & Earned:
I) Foreign Exchange Used Nil Nil
ii) Foreign Exchange Earned Nil Nil

STOCK EXCHANGE

The Company is listed on the Stock Exchange.

1. Bombay Stock Exchange Ltd.

DIRECTORS

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 DIRECTORS RETIRING BY ROTATION.

Further there was no changes among the Board of Directors during the year.

Declaration by Independent Directors Mr. Vinod Deo Mr. Ajaykumar Jani and Mr. RavindraDungarshi that they meet the criteria pursuant to provisions of Sec 149(c) of theCompanies 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 Padave as (Women) Executive Directoras 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 Directors or Whole-time Director of the Companyare receiving any Commission or Remuneration from its Holding or Subsidiary Company or anyGroup Companies.

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.

SHARES BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

SWEAT EQUITY

During the year the Company has not issued any Equity Shares with differential rightsor any Sweat Equity Shares.

BONUS SHARES

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.

FAMILIARIZATION PROGRAMME

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.

RISK MANAGEMENT

Pursuant to Section 134(3) (n) of the Companies Act 2013 and relevant Regulation ofListing Regulation 2015 the Company has adopted a Risk Management Policy for theidentification and implementation of a Risk Mitigation Plan for the Company. The companyhas included appropriate procedures to inform the Board about the Risk Assessment andminimization procedures. The Board periodically revisit and reviews the overall RiskManagement Plan for making desired changes in response to the dynamics of the business.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Details in respect of Vigil Mechanism and Whistle Blower Policy are provided in theCorporate Governance report forming Part of this Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

There are no significant materials orders passed by The Regulatory or Courts orTribunal which would impact the going concern status of the company and in its future.

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 confirms:

I) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed and wherever required proper explanations relating to material departureshave been given.

ii) the Directors have selected such accounting policies and applied them consistentlyand made judgements 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 or loss of the Company for that period.

iii) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Accounts have been prepared on a going concern basis.

v) The Directors had laid down internal financial controls and such internal financialcontrols are adequate and were operating efficiently.

vi) The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and such systems were adequate and operating efficiently.

I. PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/EMPLOYEES

The details as required under Sec.197 of the Companies Act 2013 and Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel)

None of the Directors/KMP/Employees are drawing remuneration in excess of the limitsduring the year under review.

Details of remuneration paid during the Financial Year 2020-2021

1. The Ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the Financial Year and the percentage increase inremuneration of each Director Chief Financial Officer Chief Executive Officer CompanySecretary or Manager if any in the financial year.

The Fees paid to Executive Directors/Independent Directors/KMPs are as under:

NON EXECUTIVE (INDEPENDENT) DIRECTORS

S.NO. NAME FEES
1 Mr. Vinod C. Deo Independent Director Only Sitting fees for attending the Board /Audit Meetings are being paid
2 Mr. Ajay Jani Independent Director Only Sitting fees for attending the Board /Audit Meetings are being paid
3 Mr. Ravindra Dungarshi Independent Director Only Sitting fees for attending the Board /Audit Meetings are being paid

SALARY PAID TO EXECUTIVE DIRECTOR & KEY MANAGERIAL PERSONNEL

S.NO. NAME Total Salary including perks % INCREASE / DECREASE IN REMUNERATION (median)
Rs. In Lacs.
1 M s. Kirti Padave r (Executive Director) 9.57 (1.20)
2 Mr. Hariram Bijlani (Company Secretary) - KMP 8.92 (1.12)
3 Mr. James Desai (CFO – K MP) 3.07 0.38

1. The percentage increase decrease in the median remuneration of employees in thefinancial year:-2020-2021 2.The number of permanent employees on the rolls of Company ason March 31 2021 : 4

3. Affirmation that the remuneration is as per the Remuneration Policy of the Company:It is affirmed that the remuneration paid is as per the Remuneration Policy applicable forDirectors Key Managerial Personnel and other employees adopted by the Company.

DIRECTORS SEEKING APPOINTMENTS & RE-APPOINTMENT

Pursuant to Regulation 36 of SEBI (LODR) Regulation 2015 the Directors (Independent)to be re-appointed vide Item No.2 3 and 4 of the Notice dated 26.06.2021 are attachedseparately.

TAXATION

The Companies Income Tax Assessment have been completed upto the Assessment Year2017-2018.

INDUSTRIAL OUTLOOK

As reported in the Last year of Annual Report and again in the Financial Year 2020-2021was an unprecedent year with Covid- 19 Pandemic impacting the globe and global supplychains amidst biggest global health crisis ever faced by the world. The entire world hasbeen caught within the Covid -19 Quagmire. The Global Pandemic has not only increased thehealth care burden on all the countries but also directly impacted multiple Industries.To put it mildly Covid-19 is an unprecedent adversity for businesses government andindividuals alike.

However the 2 Wave of Covid-19 is severely affecting many parts of India again andmajor disaster. Lock down measures are back in force in many states and your Company isfollowing all the guidelines and ensuing compliances while carrying out businessactivities.

In the last few years the Indian Real Estate Industry has witnessed a positive changein favour of organized players with strong brand Equity. Implementation of Real Estate(Regulation & Development) Act (RERA) and Goods & Services Tax Act (GST) haveensured Greater transparency and protection for home buyers but also rewarded moreefficient and organized players in the industry by reducing the cost arbitrage benefits ofthe unorganized sector

Moreover tough market conditions in the last few years have opened up opportunitiesfor Companies with strong balance sheets to secure projects at attractive rates.

INDUSTRIAL RELATIONS

Industrial Relations with all the employees of the Company were cordial during the yearunder 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 on sexual harassment ofwomen/employees.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management discussion and Analysis Report gives a detailed account of state ofAffairs forms Part of this Annual Report

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance alongwith a Certificate from Auditors of the Companyregarding the compliance with the conditions of Corporate Governance as stipulated underPart E of Schedule V of SEBI LODR forms Part of this Annual Report.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD

The applicable Secretarial Standard i.e. SS-1 and SS-2 relating to the meetings of theBoard of Directors' and General Meetings have been duly complied by the company.

INSIDER TRADING REGULATIONS & CODE OF DISCLOSURE

The Board of Directors have adopted the Code of Practice and procedures for fairdisclosure of Unpublished Price Sensitive Information and Code of Internal Procedures andconduct for Regulating Monitoring and Reporting of Trading by Insiders in accordance withthe requirements of the SEBI (Prohibition of Insider Trading) Regulation 2015.

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 for its approval. As suchno particulars of such contracts or arrangements are furnished. The same has beenenumerated in Note No.28 of the Balance- Sheet.

In accordance with the requirement of SEBI LODR the Company has formulated and adoptedpolicy for determining materiality of and dealing with RPTs. Those policies have beenamended from time to time with the amendment of SEBI LODR. These codes and policies arealready displayed on Company's website at www.vasinfrastructureltd.com.

ENVIRONMENT PROTECTION AND POLLUTION CONTROL

The Company has always been socially conscious corporate and has always carried forwardall its operations and procedures for Environment friendly norms with all necessaryclearances.

CAUTIONARY FORWARD LOOKING STATEMENT

Certain statement in the Directors' Report describing the Companies objectivesprojections estimates expectations or predicators may be forwarding looking statementswithin the meaning of applicable securities laws and regulations. Actual results coulddiffer from those expressed or implied. Important factors that could make a difference tothe Companies operations include Labour and material availability and prices cyclicaldemand and pricing of the companies principal markets changes in government regulationstax economic development within India and other incidental factors

GREEN INITIATIVES

Electronic copies of the Annual Report 2020-2021 and the Notice of the AGM are sent toall the members whose email address are registered with the R&T Agents i.e.

Link In Time (I) Pvt. Ltd.

ACKNOWLEDGEMENTS

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.

FOR & ON BEHALF OF THE BOARD
(HARIRAM K. BIJLANI)
COMPANY SECRETARY

.