Your Directors have pleasure in presenting the 33rd Annual Report togetherwith the Audited Accounts for the year ended March 31 2018.
The business activities of the Company resulted in to the net Profit after tax of Rs. 8560347/-as compared to net loss of Rs. 2104443/- in the previous year; to conserve theresources for future working capital requirements the Directors are not recommending anydividend.
State of Company s Affairs and Future Outlook
The Company is currently in the business of Non-Banking Financial Services and otherfinancial activities.
The Company is evaluating possibilities of designing diverse financial productsincluding lending to customers of real estate projects to align exposure to match with theprogress of property development; however the activities relating to NBFC business withinthe guidelines and stipulations of RBI would continue to be focused on lending.
Material Changes and Commitments after the end of the Financial Year
No material changes or commitments affecting the financial position of the Company haveoccurred between the end of the financial year to which financial statements in thisreport relate and the date of this report.
The paid-up equity share capital of the Company as at 31st March 2018 was Rs. 644.938lakhs.
During the previous year Company made a preferential issue of 4449780 equity shares @Rs. 50/- per share including share premium of Rs. 40/- per share. Though the applicationmoney was received prior to 31st March 2017 allotment of shares for the same was made on28th April 2017 after receipt of approval from RBI. After the said allotment on 28 April2017 paid-up equity share capital of the Company stands at Rs. 644.938 Lakhs. The Companycurrently has no outstanding shares issued with differential rights sweat equity or ESOSat the year ended on 31 March 2018.
The Company has not accepted any fixed Deposit during the financial year under review.
Subsidiary Joint Venture and Associate Companies
The Company has no subsidiary or joint venture companies. During the financial yearunder report no company has become / ceased to be subsidiary or joint venture company.
Details of Directors and Key Managerial Personnel
|Sr. No. ||Name and Address ||Designation ||Date of Appointment ||DIN/PAN |
|1 ||Mr. Sureshbabu Malge 1 Sonal Apartment Charai Thane 400 601 Maharashtra India ||Chairman Joint Managing Director ||28/07/2017 ||01481222 |
|2 ||Mr. Purushottam Bohra B-14 Gopuram CHS. Ltd Somani GramRam Mandir Road Goregaon (West) Mumbai 400104 Maharashtra India ||Managing Director ||25/06/2002 ||02196053 |
|3 ||Mr. Jayesh Jashvantlal Shah 15-B Yashomangal Plot No. 64 B. L. S. Road Near Lalubhai Park Andheri (West) Mumbai 400 058 Maharashtra India ||Non Executive Independent Director ||01/09/2017 ||00260876 |
|4 ||Mr. Sumit Sureshbabu Malge Sonal Apartment 1st Floor Joshiwada Annaji Sunder Road Charai Thane 400 601 Maharashtra India ||Director ||28/07/2017 ||02413173 |
|5 ||Mr. Kanwaljit Singh House No. 1104 Sector 39B Sector 36 Chandigarh 160 036 Punjab India ||Non-Executive Independent Director ||12/05/2018 ||08122223 |
|6 ||Mrs. Rizwana Muazzam Rumani Room No. 4 Jama Masjid Building Opp. Kalva Medical Ganesh Oil Depot Kalva Thane 400 602 Maharashtra India ||Non-Executive Independent Director ||12/05/2018 ||08122263 |
|7 ||Ms. Madhuri Bohra B-14 Gopuram CHS. Ltd Somani Gram Ram Mandir Road Goregaon (West) Mumbai - 400104 Maharashtra India ||Director (Resigned w.e.f. 12.05.2018) ||26/03/2015 ||07137362 |
|8 ||Mr. Vinod Chopra P. N. 10 Heavy Industrial Area Jodhpur 342003 Rajasthan India ||Non-Executive Independent Director (Resigned w.e.f. 12.05.2018) ||28/06/2008 ||02257009 |
|9 ||Mr. Parasmal Jain 3/14 Rajendra Park Station Road Goregaon (w) Mumbai 400062 Maharashtra India ||Non-Executive Independent Director (Resigned w.e.f. 12.05.2018) ||28/06/2008 ||02257253 |
|10 ||Mr. Pradeep Kumar 205 Brahmin Wadi Near Express Highway Jogeshwari (East) Mumbai 400 060 Maharashtra India ||Company Secretary ||18/05/2018 ||CSUPK1798M |
|11 ||Mr. Sonu Sureshbabu Malgee Sonal Apartment 1st Floor Joshiwada Annaji Sunder Road Charai Thane 400 601Maharashtra India ||Chief Executive Officer ||18/05/2018 ||AOPPM0149B |
|12 ||Mr. Anand Jain Flat No. 4 C-46 Sector 10 Shanti Nagar Mira Road (East) Thane 401107 ||Chief Finance Officer ||02/07/2015 ||AGUPJ8122E |
Mr. Sumit Sureshbabu Malge is liable to retire by rotation and being eligible offeredhimself for re-appointment.
Mr. Jayesh Jashvantlal Shah Mr. Kanvaljit Singh and Mrs. Rizwana Muazzam Rumani whoare independent directors have submitted a declaration that each of them meets thecriteria of independence as provided in Section 149(6) of the Companies Act 2013 andthere has been no change in the circumstances which may affect their status as independentdirectors during the year.
Appointments during the Financial Year
Mr. Suresh Babu Malge (DIN: 01481222) was appointed as Chairman and Joint ManagingDirector (Non-Executive) on the Board with effect from July 28 2017 and has beenregularized by the members at previous Annual General Meeting as Chairman and JointManaging Director of the Company for a period of 5 years with effect from July 28 2017.
Mr. Sumit Malge (DIN: 02413173) was appointed as an Additional Director(Non-Executive) on the Board with effect from July 28 2017 and has been regularized asDirector by the members at previous Annual General Meeting
Mr. Jayesh Shah (DIN: 00260876) who was appointed as an Additional Non-ExecutiveIndependent Director with effect from September 01 2017 on the Board of the Company andregularized and appointed by the members as an Independent Director for the period of Fiveyear at this Annual General Meeting with effect from September 01 2017.
Appointments and Resignations after end of the Financial Year
Mr. Kanwaljit Singh (DIN: 08122223) was appointed as Additional Non-ExecutiveIndependent Director on the Board with effect from May 12 2018 and the necessaryresolution is being proposed at the ensuing Annual General Meeting for the approval of themembers to regularized and appoint Mr. Kanwaljit Singh as Non-Executive IndependentDirector of the Company for a period of 5 years with effect from May 12 2018.
Mrs. Rizwana Muazzam Rumani (DIN: 08122263) was appointed as Additional Non-ExecutiveIndependent Director on the Board with effect from May 12 2018 and the necessaryresolution is being proposed at the ensuing Annual General Meeting for the approval of themembers to regularized and appoint Mrs. Rizwana Muazzam Rumani as Non-ExecutiveIndependent Director of the Company for a period of 5 years with effect from May 12 2018.
Ms. Madhuri Bohra Director (DIN: 07137362) Mr. Vinod Chopra Non-executiveIndependent Director (DIN: 02257009) & Mr. Parasmal Jain Non-executiveIndependent Director (DIN: 07137362) resigned from the Board of Directors of theCompany with effect from May 12 2018.
Mr. Sonu Sureshbabu Malge was appointed as Chairman Chief Executive Officer (CEO) ofthe Company by the Board of Directors with effect from May 18 2018.
Mr. Pradeep Kumar Vyas was appointed as Company Secretary and compliance Officer of theCompany by the Board of Directors with effect from May 18 2018.
Reconstitution of Committees of the Board
Mr. Jayesh Shah Non-executive Independent Director has been appointed as Chairman ofAudit Committee and Mr. Kanwaljit Singh non-executive Independent Director and Mr. SumitMalge Director have been appointed as other members of Audit Committee with effect from12th May 2018
Mr. Kanwaljit Singh Non-executive Independent Director has been appointed as Chairmanof Nomination and remuneration Committee and Mr. Jayesh Shah Non-executive and Mr. SumitMalge have been appointed as other members of Nomination and Remuneration Committee witheffect from 12th May 2018
Mrs. Rizwana Muazzam Rumani Non-executive Independent Director has been appointed asChairman of Stakeholders Relationship Committee and Mr. Kanwaljit Singh Non-executiveIndependent Director and Mr. Sumit Malge Director have been appointed as other membersof Stakeholders Relationship Committee with effect from 12th May 2018.
During the Financial Year 2017-18 Seven meetings of the Board of Directors of thecompany were held. The date of the meetings of the board held is as under-
|Sr. No. ||Date of Meeting ||Total Strength of the Board ||No of Directors Present |
|01 ||28 April 2017 ||4 ||4 |
|02 ||30 May 2017 ||4 ||4 |
|03 ||28 July 2017 ||4 ||4 |
|04 ||14 Aug 2017 ||6 ||6 |
|05 ||01 Sep 2017 ||6 ||6 |
|06 ||15 Nov 2017 ||7 ||6 |
|07 ||14 Feb 2018 ||7 ||6 |
Independent Directors Meeting
During the year under review Independent Directors met on 14th February 2018inter-alia to discuss:
Evaluation of the performance of Non-Independent Directors and the Board aswhole.
Evaluation of the performance of the Chairman of the Company taking intoaccount the views of the Executive and Non-Executive Directors.
Evaluation of the quality quantity content and timeless of flow of informationbetween the management and the Board.
Particulars of Loan Guarantees and Investments under Section 186
The provisions of Section 186 are not applicable to Non-Banking Finance Companies.
The Company has not granted any Loan or provided any security guaranty to relatedparties during the year under review.
Particulars of Contracts or Arrangements with Related Parties
During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions The Policy onmateriality of related party transactions and dealing with related party transactions asapproved by the Board.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
As required under Rule 8 (3) of the Companies (Accounts) Rules 2014 the particularsrelating to the conservation of energy technology absorption and the foreign exchangeearnings and out go are NIL.
Internal Control and System
The company has adequate internal control procedures commensurate with its size andnature of business. The Company has Independent Internal Auditors M/s Amruta Kothari &Associates Practicing Company Secretary to review critical areas of operations. Theaudit reports are reviewed periodically by the management and the audit committee of theBoard and appropriate measures are taken to improve the process.
Formal Annual evaluation has been made by the Board of its own Performance and that ofits Committees & Individual Directors during the meeting of Board of Directors and bycommon discussion with concerned persons.
Particulars of Employees
During the year there was no employee in receipt of remuneration as prescribed in theRule 5(2) of the companies (Appointment and Remuneration of managerial personnel) Rules2014 as amended from time to time.
The Audit Committee comprises Independent Director namely Mr. Parasmal Jain (Chairman)Mr. Vinod Chopra and Mr. Purushottam Bohra as other member. Recommendations if any madeby the Audit Committee were accepted by the Board.
Nomination & Remuneration Committee & Policy
In compliance with section 178 of the Act and of the SEBI (LODR) Regulations 2015 theBoard has constituted "Nomination and Remuneration Committee" which comprisesNon-executive Directors namely Mr. Sureshbabu Malge (Chairman & Joint ManagingDirector) and Mr. Purushottam Bohra (Managing Director) as other member.
The Board has framed a policy for selection and appointment of Directors SeniorManagement and their remuneration.
Transfer of Amounts to Investor Education and Protection Fund
There are no amounts due and outstanding to be credited to investor Education andProtection Fund as 31st March 2018.
Disclosure on Establishment of a Vigil Mechanism
The Company has Vigil Mechanism/Whistle Blower Policy to deal with instance of fraudand mismanagement if any. No personnel had been denied access to the Audit Committee tolodge their grievances.
Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013
There were no complaints reported under the prevention of Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013.
Fraud Reporting (Required by Companies Amendment Bill 2014)
No Fraud reported / observed during the financial year 2017 -18.
The auditors M/s. NGST & Associates Chartered Accountants (Firm RegistrationNo135159W) were appointed as Statutory Auditors of the Company for the period of fiveconsecutive years in accordance with the provisions of the Companies Act 2013 at theconclusion of previous Annual General Meeting held on 29th September 2017. In terms ofprovisions of section 139 (1) the appointment of M/s NGST & Associates CharteredAccountants as statutory auditors of the Company is placed for ratification by themembers at the ensuing Annual General Meeting.
Secretarial Audit Report
A Secretarial Audit was conducted during the year by the Secretarial Auditor M/sAmruta Kothari & Associates Practicing Company Secretaries Mumbai in accordance withProvisions of Section 204 of the Act. The Secretarial Auditors Report is attached as AnnexureII and forms part of this Report. There are Qualifications or Observations or remarksmade by the Secretarial Auditor in the report. Management reply to the observation raisedin the Secretarial Audit Report is as under:
|Observation ||Reply |
| Non Compliance under section 203 of the Act with respect to the appointment of Company Secretary. ||The Board has appointed Company Secretary w.e.f. 18/05/2018 |
| Non Compliance under section 93 with respect to the filling of form MGT-10. ||As the company has reclassified the promoter and promoter group and management of the Company has been changed in accordance with SEBI (SAST) Regulations 2011 the management is of opinion that there is no requirement of filing form MGT-10 in this case. |
| Non-Compliance with Form MR-1 for Managing Director appointment is not filed. ||The Company is filing Forms with ROC as required under Companies Act 2013 and forms pending to be filed inadvertently if any will be filed in due course. |
| Non Compliance with the name of the Company does not reflect main object of the Company. ||The Company has mad application to RBI for approval of change the name in accordance with object clause of Memorandum of Association of the Company. |
| Late Filling of Statutory audited Certificate with RBI. || |
| Non-Compliance with filling of net own fund statement with Auditors Certificate with RBI. ||Company is regularly filing required documents and submissions with |
| Company has registered with FIU(Financial Intelligent unit India) after prescribed time. ||RBI pursuant to RBI Guidelines. |
| Late filling of Foreign Direct Investment statement. || |
| Late filling of board resolution for not accepting public deposit. || |
| Late filling of Annual return with RBI. || |
| Non-Compliance with the regulation 6(1) regarding appointment of qualified Company Secretary or Compliance officer ||Considering the size and operations of the company the company is unable to find suitable candidate for appointment; however the Company has invited applications for appointment through newspaper publications for Company Secretary. |
| Non-compliance with the regulation 7(2) regarding intimation to the Stock exchange. ||The Company is following all the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 in letter and spirit the Compliance Certificate under Regulation 7(3) was pending for the Half Year ended September 2017 will be submitted to the Bombay Stock Exchange to comply with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. |
Requirements of Appointment of Cost Auditors of the company are not applicable to thecompany.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:
a) In the preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards had been followed along with proper explanationrelating to material departures; The directors had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at 31stMarch 2017.
b) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
c) The directors had prepared the annual accounts on a going concern basis;
d) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
e) The proper internal financial controls are in place and that such internal financialcontrols are adequate and are operating effectively.
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Extract of Annual Return
The extract of Annual Return in format MGT -9 for the Financial Year 2016-17 has beenenclosed with this report.
The Directors express their sincere appreciation to the valued shareholders bankersprofessionals clients and devoted employees for their support.
| ||By Order of the Board of Directors || |
| ||Vora Constructions Limited || |
|Date: 14th August 2018 ||Sureshbabu Malge ||Purushottam Bohra |
|Place: Mumbai ||Chairman & Jt. Managing Director ||Managing Director |