Your Directors have pleasure in presenting their Twenty-Fifth Annual Report and theStatement of Audited Financial Statement for the year ended 31st March 2020 are asfollows:
| || ||(Amount in Lacs) |
| ||Year ended 31.3.2020 ||Year ended 31.3.2019 |
|Turnover ||262.06 ||92.58 |
|Profit/(Loss) before Depreciation Finance Charges & Taxation ||(155.01) ||(569.97) |
|Profit/(Loss) before Depreciation & Taxation ||(2727.75) ||(2537.58) |
|Profit/(Loss) after Depreciation & Taxation ||(2757.39) ||(2567.42) |
|Surplus (Deficit) of Profit and Loss Account of earlier year ||(7986.40) ||(5422.14) |
|Balance carried over to Balance Sheet ||(2757.39) ||(2564.26) |
In view of the losses the Board of Directors is unable to declare any dividend for theyear ended 2019-2020.
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.
The Covid-19 Pandemic presented an unprecedented health emergency. The Covid-19Pandemic is the defining Global Health crisis of our time and is spreading very fastacross the country including whole world. But it is much more than health crisis and ishaving an unprecedented impact on people and economies worldwide.
The Company is taking all necessary measures in terms of mitigating the impact of thechallenges being faced in the business. Though the long term directional priority of thecompany remain firm in light of Covid-19 Pandemic and it is expected impact on theoperative environment the key priority of the Company would be to closely monitor supplychain conserve cash and control fixed cost.
The Ministry of Home Affairs Government of India on 20th March 2020 notified thefirm ever nationwide lockdown in India to contain the outbreak of Covid-19. Towards theend of quarter ended March 2020 the operations was destructed at the various sites of thecompany. The extent to which Covid-19 impacts the operations will depend on futuredevelopments which remains uncertain.
In view of the outbreak of the pandemic the economy undertook timely and essentialmeasures to ensure the safety and wellbeing 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. (2757.39) 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 2020 your company has made loss after tax of Rs.(2.757.39) lacs as against loss of (Rs.2564.26) lacs in the previous year.
MATERIAL CHANGES SINCE END OF FINANCIAL YEAR TILL DATE OF THIS RFPORT
There is no material changes since end of the financial year till date of this Report.
As on 31st March 2020 no Company is an Associate of the Company.
During the year no other Company became a Subsidiary/Associate/Joint Venture Companyof the Companies
The company has not invited or accepted any Fixed Deposits from the public during theyear under review.
NON BANKING FINANCE COMPANY
During the year the Company has cancelled the NBFC Licence duly issued by Reserve Bankof India Government of India Mumbai on account of sluggish market including company waspassing through liquidity crunch and hence the Company is not holding NBFC Licence.
ONE TIME SETTLEMENT WITH SYNDICATE BANK
Your company is entering OTS with Syndicate Bank against outstanding dues during thecurrent year 2020-2021 on various terms and conditions including Re-payment schedules etc.
The matter is actively followed from time to time.
The Company does not have any Subsidiary/Joint Venture/Associate Company as on the yearended 31st March 2020.
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 2019-2020.
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 Buildings and Construction.
Our Web address is www.vasinfrastructureltd.com and all the datas including AnnualReport and various others matters are displayed on our website.
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.
The Shareholders of the Company at the 23rd Annual General Meeting of the Company heldon 28.9.2018 had appointed M/s. NPV & Associates Chartered Accountant (FirmRegistration No. 129408W) as Statutory Auditors of the Company to hold office until theconclusion of the 27th AGM to be held in the year 2022 to conduct the Audit of theAccounts of the Company at such remuneration as may be mutually agreed upon between theBoard of Directors and Auditors.
Pursuant to the Amendment to Section 139(1) of the Companies Act 2013 ratification ofAppointment of Statutory Auditors at every AGM is not required.
The Notes and Remarks on the Financial Statement referred to in the Auditors Reportissued by M/s. NPV & Associates Chartered Accountants Mumbai forthe Financial Yearended 31st March 2020 are self-explanatory and do not call for any further comments.
SECRETARIAL AUDITORS REPORT
The Secretarial Auditors' Report dated July 9 2020 issued by M/s. Kaushik Nahar &Associates are attached as per ANNEXURE 'A' forming part of Directors' Report. As regardsthe Qualifications the same are self-explanatory. As regards the other Qualifications wehave to state as under.
Further in the matter of SEBI and as per Qualification (Secretarial Audit Report) dated09.07.2020 the same has been clarified and explained under Directors' Report Page No. 20and also under MGT-9 Page No. 31. and the same are self-explanatory.
EXTRACTS OF THE ANNUAL RETURN IN MGT-9
The Annual Return in MGT9 form is annexed herewith as Annexure "B" to thisReport.
CONSERVATION OF ENERGY IECHNULOGYABSORB NON 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 pan 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 2020.
|I. RESEARCH & DEVELOPMENT(R&D) . || || |
|a) Specific areas in which RAD 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 |
| ||Current Year ||Previous Year |
| ||Rs. ||Rs. |
|b) Total Foreign Exchange Used & Earned: i) Foreign Exchange Used . ||NIL ||NIL |
|ii) Foreign Exchange Earned ||NIL ||NIL |
The Company is listed on the 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 DIRECTORS RETIRING BY ROTATION.
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 Director asper 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 i lul applicable.
DISCLOSURE ABOUT RECEIPT OF COMMISSIONIREMUNERATION BY MANAGING DIRECTOR /WHOLE-TIME . DIRECTOR 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.
During the year the Company has not issued any Equity Shares with differential rightsor any Sweat Equity Shares.
No Donuft Shares were issued during the year under review hence the requirement ofdioolocuro ie 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.
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 Risk Management Plan for makingdesired 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 II IB pi epdi dllui i uf II ie Ai u iudl Accuui its the applicable accounting.standards hove been followed and wherovor roquirod proper explanations relating tomaterial departures have been given.
II) thu Dlrouluiu liuvu uuluulud uuuli uuuuunliuy pulicim. and applied them that arereasonable and prudent so as to give a Itue and fail view uf the slate of affairs of theCompany at tha and of the financial year and of the profit or loss of the Company for thatperiod.
ili) 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 ot Managerial Personnel)
None of the Directors/KMP/Employees are drawing remuneration in excess of the limitsduring the year under review.
II. MEDIAN REMUNERATION
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.
NON EXECUTIVE DIRECTORS
|S. NO. ||NAME ||FEES |
|1 ||Mr. Vinod C. Deo. ||Only Sitting fees for attending the Board / Audit Meetings are being paid |
|2 ||Mr. Ajay Jani ||Only Sitting fees for attending the Board / Audit Meetings are being paid |
|3 ||Mr. Ravindra Dungarshi ||Only Sitting fees for attending the Board / Audit Meeting sare being paid |
EXECUTIVE DIRECTOR & KEY MANAGERIAL PERSONNEL
|S. NO. ||NAME ||RATIO TO MEDIAN ||% INCRESE/DECREASE IN REMUNERATION |
|1. ||Mrs. Kirti Padave (Executive Director) ||3.50 ||0.24 |
|2 ||Mr. Hariram Bijlani (Company Secretary - KMP) ||3.45 ||0.24 |
2. The percentage increase in the median remuneration of employees in the financialyear: 0.24%
3. The number of permanent employees on the rolls of Company as on March 312020 : 14
4. 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 applicablefor Directors 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 15.09.2020 are attachedseparately.
The Companies Income Tax Assessment have been completed upto the Assessment Year2017-2018
The Covid-19 Pandemic is the defining Global Health crisis of our time and is spreadingvery fast across the country including whole world. But it is much more than health crisisand is having an unprecedented impact on people and economies worldwide.
In the last few years theIndian 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 redUcIny (tie cost arbitrage benefitsof die unorganized sector.that to secure projects at attractive rates.
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.
A Report on Corporate Governance alongwilh a Certificate from Auditors of the Companyregarding the compliance with the conditions of corporate covetnaneo as stipuiateu unuoipail t ui suneuuie V uf AEBI LODR fun us Pan uf this Annual Repun.
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.
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.
Electronic copies of the Annual Report 2019-2020 and the Notice of the AGM are sent toall the members whose email address are registered with the R&T Agents i.e. Link InTime (I) Pvt. Ltd. (now M/s. Sharex Dynamic (I) Pvt. Ltd merged with Link Intime (I) Pvt.Ltd.
All documents referred to in the accompanying Notice are open for inspection at theRegistered Office of the Company during the office hours of the Company on any workingdays upto Friday December 112020 between 12.00 noon to 5.00 p.m.
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) |
|REGISTERED OFFICE ||COMPANY SECRETARY |
|PLOT 757/768 JWALA ESTATE PUSHP VINOD 2 || |
|GROUND FLOOR SONI WADI NEAR KORA KENDRA || |
|OFF S.V. ROAD BORIVALI (WEST) || |
|MUMBAI 400 092. || |
|PLACE : MUMBAI || |
|DATED : 15/09/2020 || |