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VKJ Infradevelopers Ltd.

BSE: 536128 Sector: Infrastructure
NSE: N.A. ISIN Code: INE211P01021
BSE 00:00 | 22 Jun 0.89 -0.02
(-2.20%)
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NSE 05:30 | 01 Jan VKJ Infradevelopers Ltd
OPEN 0.90
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VOLUME 191183
52-Week high 5.89
52-Week low 0.87
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Mkt Cap.(Rs cr) 21
Buy Price 0.00
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Sell Price 0.00
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OPEN 0.90
CLOSE 0.91
VOLUME 191183
52-Week high 5.89
52-Week low 0.87
P/E
Mkt Cap.(Rs cr) 21
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

VKJ Infradevelopers Ltd. (VKJINFRADEV) - Director Report

Company director report

To

The Members

VKJ Infradevelopers Limited

Your Directors have pleasure in presenting the 8th Annual Report on thebusiness and operations of the Company together with the Audited Statement of Accounts andthe Auditors' Report of your Company for the financial year ended 31st March2017.

FINANCIAL HIGHLIGHTS:

The summarized performance of the Company for the years 2016-17 and 2015-2016 is givenbelow:

Particulars

For the Financial Year Ended

March 31 2017 March 31 2016
(in lakh) (in lakh)
Total Income 45673099.00 44738325.00
Total Expenditure 45198810.59 43492655.93
Profit after Depreciation but before Tax 474288.41 1245669.07
Less: Current Tax 164127.00 416164.00
Deferred Tax (17572.00) (31253.00)
Profit From continuing Operations 327733.41 860758.07
Profit/(Loss) from discontinuing operations 3622298.92 2761540.85
Profit / (Loss) After Tax 3950032.33 3622298.92

FINANCIAL PERFORMANCE

During the year under review Your Company has recorded a total income of Rs.45673099/- against Rs. 44738325/- in the previous year. Profit after taxation for thefinancial year ended on 31st March 2017 is Rs. 3950032.33/- against Rs.3622298.92/ - in the previous year.

RESERVE AND SURPLUS

Profit of Rs. 3950032.33/- is being transferred to the reserve and surplus.

DIVIDEND

To Plough back the profits into the business the Board of Directors has not declaredany dividend during the year.

CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its nature of business.

DEPOSITS:

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financialposition of the Company occurred between the end of the financial year of the Company anddate of this report.

POSTAL BALLOT

During the year under Review No Postal Ballot has been conducted.

CHANGE OF REGISTRAR AND SHARE TRANSFER AGENT

During the year under review the company has changed the Registrar and Share Transferto MCS Share Transfer Agent Ltd w.e.f 03rd May 2016.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory / regulatory compliances. The Company has astrong monitoring and reporting process resulting in financial discipline andaccountability.

RISK MANAGEMENT POLICY

Therefore in accordance with the provisions of the Companies Act 2013 the Boardmembers were informed about risk assessment and minimization procedures after which theBoard formally adopted steps for framing implementing and monitoring the risk managementplan for the company.

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities. Business risk inter-aliafurther includes financial risk political risk fidelity risk legal risk. As a matter ofpolicy these risks are assessed and steps as appropriate are taken to mitigate the same.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as Annexure to this Report. The informationrequired pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of Employees of the Companywill be provided on request. In terms of Section 136 of the Act the reports and accountsare being sent to the members and others entitled thereto excluding the information onemployees particulars mentioned in rule 5(2) of the said rule which is available forinspection by the Members at the Registered Office of the Company during the businesshours on working days of the Company upto the date of ensuing Annual General Meeting. Ifany Member is interest in inspecting the same such Member may write to the Complianceofficer in advance.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES ANDASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March 2017 provision ofsection 129 of the Companies Act 2013 is not applicable.

STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is noadverse action against the business operations of the Company.

SHARE CAPITAL

During the year under review there is no change in the capital structure of thecompany.

However the Board of Directors in its meeting held on 30.08.2016 approved the subdivision of the face value of the equity shares from Rs. 10/- per share to Rs. 1/- pershare and same has been approved by the shareholders of the company in the 7thAnnual General Meeting of the company proposed to be held on 30.09.2016.

STATUTORY AUDITORS

In Terms of the provisions of Section 139 of the Companies Act 2013 the appointmentof M/s. Nishant Alok & Co. Chartered Accountants (FRN 029014N) as the StatutoryAuditors of the Company is placed for ratification to hold office form the conclusion ofthis Annual General Meeting until the conclusion of the 13th Annual GeneralMeeting. The said re-appointment is subject to ratification by the members at every AnnualGeneral Meeting.

The Board has recommended ratification of appointment of M/s. Nishant Alok & Co.Chartered Accountants (FRN 029014N) by the shareholders in the forthcoming Annual GeneralMeeting as required under Section 139 of the Companies Act 2013 to the effect that theirre-appointment if made will be within the limits as prescribed under the provisionsthereof. Your Directors recommend their re-appointment as the Statutory Auditors of theCompany.

AUDITORS' REPORT

The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and therefore in the opinion of the Directors do not call for furthercomments.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31st March 2017 made underthe provisions of Sect ion 92 (3) of the Act in Form MGT -9 is annexed herewith asAnnexure I.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review. There was noforeign exchange earning & outgo during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.

DIRECTORS & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year under review Mr. Rakesh Jain has resigned from the directorship of thecompany w.e.f 31.01.2017 and Mr. Augusteen Kachhap has been appointed as the Director ofthe company w.e.f 31.01.2017.

Ms. Sonia Jain has resigned from the post of Company Secretary with effect from 01thMarch 2017.

b) Declaration by an Independent Director(s) and re- appointment if any

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement.

c) Formal Annual Evaluation

Pursuant to the provisions of companies Act 2013 and applicable provisions of ListingAgreement the Board has carried out annual performance evaluation of its own performancethe directors individually as well the evaluation of the working of its Audit Nomination& Remuneration and Stakeholder committee. The manner in which the evaluation has beencarried out has been explained in Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

a. BOARD MEETINGS

During the year 12 (Twelve) Board Meetings were convened and held. The details ofwhich are given below. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.

S. No. Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended
1. 03rd May 2016 4 4
2. 30th May 2016 4 4
3. 12th August 2016 4 4
4. 19th August 2016 4 4
5. 30th August 2016 4 4
6. 03rd October 2016 4 4
7. 26th October 2016 4 4
8. 11th November 2016 4 4
9. 31st January 2017 5 5
10. 10th February 2017 4 4
11. 14th February 2017 4 4
12. 01st March 2017 4 4

EXTRAORDINARY GENERAL MEETINGS DURING THE FINANCIAL YEAR 2016-17

There is no Extraordinary General Meeting Convened during the Financial Year 2016-17.

AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of Independent Directorsincluding Chairman. They possess sound knowledge on Accounts Audit Finance TaxationInternal Controls etc.

The Audit Committee also advises the Management on the areas where internal controlsystem can be improved. The Terms of reference of the Audit Committee are in accordancewith Regulation 18 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 and Section 177 of the Companies Act 2013 asfollows:

• Oversight of the Issuer's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

• Recommending to the Board the appointment re-appointment and if requiredthere

• Placement or removal of the statutory auditor and the fixation of audit fees.

• Approval of payment to Statutory Auditors for any other services rendered by thestatutory auditors.

• Reviewing with the management the annual financial statements beforesubmission to the board for approval with particular reference to:

(i) Matters required to be included in the Directors' Responsibility Statement to beincluded in the Board's report

(ii) Any changes in accounting policies and practices and reasons for the same;

(iii) Major accounting entries involving estimates based on exercise of judgment bymanagement;

(iv) Significant adjustments made in the financial statements arising out of auditfindings;

(v) Compliance with listing and other legal requirements relating to financialstatements;

(vi) Disclosure to any related party transactions;

(vii) Qualifications in the draft audit report.

• Reviewing with the management the half yearly financial statements beforesubmission to the Board for approval.

• Reviewing with the management performance of statutory and internal auditorsadequacy of internal control systems;

• Reviewing the adequacy of internal audit function including the structure ofthe internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit.

• Discussion with internal auditors any significant findings and follow upthereon;

• Reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matters to the Board;

• Discussion with Statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern;

• Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.

COMPOSITION

During the year ended on 31st March 2017 the composition of AuditCommittee has been as under:

a) Ms. Renu (Chairman)
b) Mr. Aayush Golash (Member)
c) Ms. Rakesh Jain* (Member)
d) Mr. Austeen Kachhap* (Member)

During the financial year 2016-17 Four (4) meeting of Audit Committee was held i.e.30.05.2016 12.08.2016 11.11.2016 and 14.02.2017.

*During the year under review Mr. Rakesh Jain has resigned from the directorship ofthe company w.e.f 31.01.2017 and Mr. Augusteen Kachhap has been appointed as the Directorof the company w.e.f 31.01.2017.

NOMINATION & REMUNERATION COMMITTEE

The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under the provisions of Section 178 of the Companies Act 2013and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) 2015.

During the year ended on 31st March 2017 the composition of Nomination andRemuneration Committee has been as under:

a) Ms. Renu (Chairman)
b) Mr. Aayush Golash (Member)
c) Ms. Rakesh Jain* (Member)
d) Mr. Austeen Kachhap* (Member)

During the financial year 2016-17 Four (4) meeting of Nomination and RemunerationCommittee was held i.e. 30.05.2016 12.08.2016 11.11.2016 and 14.02.2017.

*During the year under review Mr. Rakesh Jain has resigned from the directorship ofthe company w.e.f 31.01.2017 and Mr. Augusteen Kachhap has been appointed as the Directorof the company w.e.f 31.01.2017.

TERMS OF REFERENCE

The terms of reference of Remuneration Committee includes the following:

• The remuneration committee recommends to the board the compensation terms of theexecutive directors.

• The committee to carry out evolution of every director's performance andrecommend to the board his/her appointment and removal based on the performance.

• The committee to identify persons who may be appointed in seniormanagement/Director in accordance with the criteria laid down.

• Framing and implementing on behalf of the Board and on behalf of theshareholders a credible and transparent policy on remuneration of executive directorsincluding ESOP Pension Rights and any compensation payment.

• Considering approving and recommending to the Board the changes in designationand increase in salary of the executive directors.

• Ensuring the remuneration policy is good enough to attract retain and motivatedirectors.

• Bringing about objectivity in deeming the remuneration package while striking abalance between the interest of the Company and the shareholders."

STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has duly constituted Stakeholder Relationship Committee to align with therequirements prescribed under the provisions of Section 178 of the Companies Act 2013 andRegulation 20 of SEBI (Listing Obligations and Disclosure Requirements) 2015.

Our Company has constituted a Stakeholder Relationship Committee to redress thecomplaints of the shareholders. The committee currently comprises of three Directors. Ms.Renu is the Chairman of the committee.

a) Ms. Renu (Chairman)
b) Mr. Aayush Golash (Member)
c) Ms. Rakesh Jain* (Member)
d) Mr. Austeen Kachhap* (Member)

During the financial year 2016-17 Four (4) meeting of Stakeholder RelationshipCommittee was held i.e. 30.05.2016 12.08.2016 11.11.2016 and 14.02.2017.

*During the year under review Mr. Rakesh Jain has resigned from the directorship ofthe company w.e.f 31.01.2017 and Mr. Augusteen Kachhap has been appointed as the Directorof the company w.e.f 31.01.2017.

ROLE OF STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of our Board look into:

• The redressal of investors complaints viz. non-receipt of annual reportdividend payments etc.

• Matters related to share transfer issue of duplicate share certificatedematerializations.

• Also delegates powers to the executives of our Company to process transfers etc.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year as per Section 177(9) read with Rule 7(1) of The Companies (Meeting ofBoard and its Powers) Rules 2014 Company is required to establish a Vigil Mechanism forits Directors and employees. In order to ensure that the activities of the Company and itsemployees are conducted in a fair and transparent manner by adoption of highest standardsof professionalism honesty integrity and ethical behavior the company has adopted avigil mechanism policy. This policy is explained in corporate governance report and alsoposted on the website of company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year Company has not provided Loans Guarantees and Investments coveredunder the provisions of Section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. The details oftransactions with the Company and related parties are given for information under notes toAccounts.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

In order to prevent sexual harassment of women at workplace; the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 areeffective in the Company. Under the said Act every company is required to set up anInternal Complaints Committee to look into complaints relating to sexual harassment atworkplace of any women employee. The Company has in place an Anti Sexual Harassment Policyin line with the requirements of the Sexual Harassment of Woman at Workplace (PreventionProhibition and Redressal) Act 2013. All women employees (permanent contractualtemporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed offduring the year: a. No. of Complaints received: 0

b. No. of Complaints disposed off : 0

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Boardhave on the recommendation of the Nomination & Remuneration Committee framed a Policyfor Selection and appointment of Directors senior management and their Remuneration.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Ms. Neelam Bansal Proprietor of Neelam Bansal & Associates CompanySecretaries to undertake the Secretarial audit of the Company. The Secretarial AuditorReport provided By the Secretarial Auditor in Form No. MR-3 has been enclosed as AnnexureII. We have also attached the Secretarial Audit Report of the Financial Year 2014-15 asaddendum.

Explanation to the observations as notice in the Audit Report: The Management issearching the best person for the position and the Company will strive to complete thepending e - filing with Registrar of Companies NCT of Delhi & Haryana.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance along with a certificate regarding the complianceswith conditions of Corporate Governance as per Chapter IV of SECURITIES AND EXCHANGE BOARDOF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 is annexed tothis report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 15 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report ispresented in the separate section and forms an integral part of the Directors Report andattached.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that -

(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; and

(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The board wishes to express and place on records its gratitude for the faith reposed inand cooperation extended to the company by the shareholders of the company. Your directorswish to place on record their deep sense of appreciation for the devoted and sincereservices of the executives staff and workers of the company for its success.

FOR AND ON BEHALF OF THE BOARD
VKJ INFRADEVELOPERS LIMITED
Sd/- Sd/-
MONOJ KUMAR AUGUSTEEN KACHHAP
Date : 30.08.2017 DIN: 06590962 DIN: 07628217
Place : Delhi