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Directors Report of Vardhman Concrete Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their report and accounts for the financial year ended March 31st 2015.

Financial Results:

The key financial parameters for the year ended March 31st 2015 are:

(Amount in Rs.)

Particulars For the year ended For the year ended March 31, 2015 March 31, 2014

Revenues from Operations 32,02,312 4,21,93,737

(less) Expenses 66,40,182 2,93,81,855

Profit/(Loss) Before Income Tax (34,37,870) 1,28,11,882

Net Profit/(Loss) after Tax (37,34,652) 1,65,68,971

Company's Affairs

In the financial year 2014-2015, the Company has incurred as loss of INR 37,34,652/- as compared to Profit made in previous year i.e. INR 1,65,68,971/- during the financial year 2013-2014.

Dividend

As the Company has inured loss, the Board of Directors don't not recommended any Dividend for Financial Year 2014 -2015

Transfer to reserves

The Company has not made any transfers to the reserves.

Deposits

The Company has not accepted any deposits during the financial year as defined Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

Share Capital

A) Issue of Equity Shares with Differential Rights: The Company has not issued any equity shares with differential rights during the Financial Year 2014 - 2015.

B) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Shares during the Financial Year 2014 - 2015.

C) Issue of Employee Stock Options: The Company has not issued any Employee Stock Options during the Financial Year 2014 - 2015.

Change in the Nature of Business

There are no changes in the nature of business during the Financial Year 2014 - 2015.

There are no material Changes and Commitments affecting the Financial Position of the Company from 01st April, 2015 till the date of issue of this report.

Board of Directors and Changes in KMP

During the year under review following Changes took place in Constitution and Composition of Board of Directors of the Company.

Sr. No. Name of Director Particulars of Change

1. Mr. Awadhesh Kumar Resigned as Non Executive Independent Director Due to pre- occupation

2. Ms. Foram Bhanukumar Appointment as an Additional Non Mehta Executive Independent Director

Sr. No. Name of Director Date of Change

1. Mr. Awadhesh Kumar 04th November, 2014

2. Ms. Foram Bhanukumar 31st March,2015 Mehta

In accordance with the provisions of the Companies Act, 2013, Mr. Rajesh Babulal Vardhan (DIN: 00199986) retires by rotation at ensuing Annual General Meeting and is eligible for reappointment. The Board hereby recommends his re-appointment.

Mr. Kinnar Prakash Chhaya resigned as Company Secretary in whole time employment of the Company with effect from 24th May 2015

Board Meetings

During the Financial Year 2014 - 2015, the Board of Directors duly met Six times. More information regarding the Board meetings are been included in the Corporate Governance Report.

Declaration by Independent Directors:

All the Independent Directors have given the declarations that they meet the criteria for Independence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement.

Board Evaluation:

Pursuant to the provisions of the Companies Act 2013, and clause 49 of the Listing Agreement , a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, composition of the Board and its committee, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and Non - Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Audit Committee

The composition of the Audit Committee and the number of Audit Committee meetings held during the Financial Year 2014 - 2015 forms a part of the Corporate Governance Report.

Nomination and Remuneration Committee

The company has policies framed for remuneration and appointment of directors, Key managerial personnel and senior management of the company. The composition and policies forms a part of the Corporate Governance Report.

Particulars of transaction between the Company and the Non Executive Directors

During the year under review the Company has not entered into any Transaction with its Non Executive Directors

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Auditor's confirming compliances, forms an integral part of this Report.

Vigil Mechanism for Directors and Employees

The Company has a Vigil Mechanism policy to report genuine concerns or grievances. The detail forms a part of the Corporate Governance Report.

Internal Financial Control and their Adequacy

The Company has internal financial control and risk mitigation system which is constantly assessed and strengthened. The Audit committee actively reviews the adequacy and effectiveness of the Internal Financial control and suggests the improvements for the same.

Risk Management Policy

The Board of Directors in consultation with the Audit Committee has framed a policy for management and mitigation of risk faced by the in its day to day operations, further the Board of Directors and the Senior

Management of the Company have been entrusted with the responsibility of identification, development and implementation of the same across the organization.

Corporate Social Responsibility

The provisions of Section 135 with regards to Corporate Social Responsibility are not applicable to the Company.

Conservation of Energy and Technology Absorption

The information relating to conservation of energy and technology absorption by the Company is annexed to the report as "Annexure A"

Extract of Annual Return

The Extract of Annual Return in form MGT-9 as prescribed under the provisions of Section 92 of the Companies Act, 2013 is annexed to the report as "Annexure B"

Auditors' Report:

The Statements made by the Auditors in their report are self-explanatory and doesn't require any comments by the Board of Directors.

Statutory Auditors

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors recommend to the shareholders to ratify the appointment of M/s. Amar Bafna & Associates, Chartered Accountants, Mumbai [Firm Registration No. 114854W], as Statutory Auditors of the Company for F.Y. 2015-2016, who were for 5 consecutive Financial year in the 31st Annual General Meeting of the Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules made there under the Company has appointed M/s. Priti J Sheth & Associates, a firm of Company Secretaries in Practice (C.P. No 5518) to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is included as "Annexure C" and forms an integral part of this report.

With regards to the remarks by the Secretarial Auditor of the Company, the management would state as under:

1. Mr. Awadesh Kumar resigned as Non Executive Independent Director w.e.f. 04th November, 2014 and there was a minor delay of filing the casual vacancy caused as the Company was looking out for an Independent Non- Executive Independent Women Director and the same has been ratified by appointment of Ms. Foram Mehta as Additional Non Executive Independent Director w.e.f. 31st March 2015.

2. Mr. Ramesh Vardhan and Mr. Rajesh Vardhan are KMP's in more than 2 Companies, and they are in process of reducing the same within the prescribed limits as required under the Companies Act, 2013.

3. The Company is in process of appointing a CFO as required by provisions of Section 203 of the Companies Act, 2013.

Directors' Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013 in relation to financial statements for the year ended 31st March 2015, the Board of Directors state that:

a. In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures

b. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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.

e. The Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

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

Related Party Transactions

The Company has not entered into any transactions with related parties falling under the purview of section 188 of the Companies Act 2013 and Rules made there under.

Particulars of Loans, Guarantees and Investments

The Company has not made any loans, given any guarantees or made any investment during the F.Y. 2014- 2015

Particulars of Employees

The Company wishes to place on record their appreciation to the contribution made by the employees to the operations of the company during the period.

During the year under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures need to be made under the said section.

Performance and Financial Position of Subsidiary, Associate and Joint Venture Companies:

The Company has no subsidiary; The Company has entered into a Joint Venture named "Diviniti" for Construction of Low Cost Housing and related Infrastructure work.

A Statement containing salient features of Financial Statement of "Diviniti" (Joint Venture) in Form AOC-1 is annexed hereto as "Annexure D"

Acknowledgements

Your Directors wish to place on record their sense of appreciation for the excellent support received from the government authorities, bankers, consultants and the dedicated efforts of all employees in the working of the Company.

By Order of the Board

---Sd/--- ---Sd/---

Mr. Ramesh Vardhan Mr. Rajesh Vardhan Date : 13th August, 2015 Managing Director Managing Director Place: Mumbai DIN: 00207488 DIN: 00199986




Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their report and accounts for the year ended March 31st 2014.

Financial Results:

The key financial parameters for the year ended March 31st 2014 are:

(Rs. In Lakhs)

Particulars Year ended Year ended 31.03.2014 31.03.2013

Total Income 421.94 60.20

Profit Before Tax 128.12 (80.71)

Less: Income-Tax including deferred tax (37.57) (3.70)

Profit after tax 165.69 (77.00)

Dividend:

The Board has not recommended any dividend on equity Shares for the year under review.

Board of Directors:

During the year under review following Changes took place in Constitution and Composition of Board of Directors of the Company.

Sr. Name of Director Particulars of Change Date of Change No.

1. Naman Sheth Resignation 22nd April, 2013

2. *Shailesh Jogani Appointment as Additional Director 09th August, 2013

*Appointment of Mr. Shailesh Jogani, as an Additional Director was regualrised by the shareholders in the Annual General Meeting held on 02nd September, 2013.

In accordance with the provisions of the Companies Act, 2013, Mr. Anshul Gupta (DIN: 00366622) retires by rotation at ensuing Annual General Meeting and is eligible reappointment. The Board hereby recommends his re- appointment.

In accordance with the provisions of the Companies Act, 2013 read with Clause 49 of the Listing Agreement, the Board of Directors recommend the following Directors to be appointed as Non Executive Independent Director for a term of 5 consecutive years in the ensuing Annual General Meeting of the Company.

Mr. Awadhesh Kumar Mr. Arvind Kumar Kothari Mr. Shailesh Jogani

Auditors:

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s. Amar Bafna & Associates, Chartered Accountants, Mumbai [Firm Registration No. 114854W] being eligible to be appointed as Statutory Auditors of the Company are recommended by the Board to be appointed as Statutory Auditors of the Company in the ensuing Annual General Meeting of the Company, to hold the office from the conclusion of this Annual General Meeting until the conclusion of the Sixth Annual General Meeting of the Company to be held thereafter.

Auditors Report:

The observations and comments given by Auditors in this report read together with notes to accounts are self explanatory and hence do not call for any further comments under section 217 of the Companies Act, 1956.

Directors'' Responsibility Statement under Section 217(2AA) of the Companies Act, 1956:

The Directors confirm:

1. that in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of Financial Year 2013-2014 and of the profit of the Company for that period;

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that they have prepared the annual accounts on a going concern basis.

Corporate Governance:

The amendments to the Companies Act 1956, Companies Act 2013 and the listing agreement executed with the Stock Exchange require compliance with specified Corporate Governance practices. A detailed Report on Corporate Governance approved by the Directors is annexed.

A certificate on compliance of Corporate Governance requirements issued by the Statutory Auditors of the Company in pursuance to clause 49 of the listing agreement is placed with the report on Corporate Governance.

Particulars of Employees:

Since there are no employees falling within the purview of the provisions of Section 217(2A) of the Companies Act, 1956 no such details are required to be given.

Conservation of energy and foreign technology absorption:

The details of energy consumption and conservation as required under the provisions of Section 217(1)(e) of the Companies Act 1956 is provided separately and forms part of this report.

The Company has not adopted any foreign technology during the year.

Foreign exchange earnings and Outgo:

The Company has not earned any foreign exchange or incurred any foreign exchange outgo during the year. Listing of Shares:

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited.

Cash flow statement:

In pursuant to the Listing Agreement the cash flow statement is annexed and forms part of this report.

Acknowledgments:

The Directors wish to place on record their appreciation of the contribution made by the executives and employees at all levels for their outstanding professionalism, initiatives and commitment to organizations growth and success and helping the organization in its continuous drive towards progress.

Your Directors also appreciate with gratitude the continuous support of clients, bankers, institutions, the Shareholders and well wishers.

For and on behalf of the Board of Directors For Vardhman Concrete Limited

----SD------ Place: Mumbai Ramesh Vardhan Date: - 14th August, 2014 Chairman and Managing Director DIN:00207488

Registered Office: Survey No.35/10, Lohop Village, Khalapur Taluka, -----SD----- Raigad District Rajesh Vardhan Pin: 410220 Joint Managing Director DIN:00199986


Mar 31, 2013

The Directors have pleasure in presenting their report and accounts for the year ended March 31st 2013.

Financial Results:

The key financial parameters for the year ended March 31st 2013 are:

(Rs. In Lakhs) Particulars Year ended Year ended 31.03.2013 31.03.2012

Total Income 152.77 421.50

Profit Before Tax (80.71) (86.50)

Less: Income-Tax including deferred tax (3.70) (6.49)

Profit after tax (77.00) (80.01)

Dividend:

The Board has not recommended any dividend on equity Shares for the year under review due to the losses incurred.

Board of Directors:

In terms of the provision of the Companies Act, 1956 and the Articles of Association, Mr. Awadhesh Kumar and Mr. Arvind Kumar Kothari would retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment. Mr. Awadhesh Kumar and Mr. Arvind Kumar Kothari have offered themselves for re-appointment.

Mr. Naman Seth has resigned from the Board of Directors w.e.f 22nd April 2013.

Mr. Shailesh Jogani has been appointed as an Additional Director w.e.f. 9th August, 2013

Auditors:

The auditors, Amar Bafna & Associates, Chartered Accountants, will retire at the ensuing Annual General Meeting. As recommended by the Audit Committee, the Board has proposed the reappointment of Amar Bafna & Associates, Chartered Accountants, as statutory auditors for the financial year 2013- 2014.

Auditors Report:

The observations and comments given by Auditors in this report read together with notes to accounts are self explanatory and hence do not call for any further comments under section 217 of the Companies Act, 1956.

Directors'' Responsibility Statement under Section 217(2AA) of the Companies Act, 1956:

The Directors confirm:

1. that in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of Financial Year 2012-2013 and of the profit of the Company for that period;

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that they have prepared the annual accounts on a going concern basis.

Corporate Governance:

The amendments to the Companies Act, 1956 and the listing agreements executed with the Stock Exchanges require compliance with specified Corporate Governance practices. A detailed Report on Corporate Governance approved by the Directors is annexed. A certificate on compliance of Corporate Governance requirements issued by the Statutory Auditors of the Company in pursuance to clause 49 of the listing agreement is placed with the report on Corporate Governance.

Particulars of Employees:

Since there are no employees falling within the purview of the provisions of Section 217(2A) of the Companies Act, 1956 no such details are required to be given.

Conservation of energy and foreign technology absorption:

The details of energy consumption and conservation as required under the provisions of Section 217(1)(e) of the Companies Act 1956 is provided separately and forms part of this report.

The Company has not adopted any foreign technology during the year.

Foreign exchange earnings and Outgo:

The Company has not earned any foreign exchange or incurred any foreign exchange outgo during the year.

Listing of Shares:

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited.

Cash flow statement:

In pursuant to the Listing Agreement the cash flow statement is annexed and forms part of this report.

Acknowledgments:

The Directors wish to place on record their appreciation of the contribution made by the executives and employees at all levels for their outstanding professionalism, initiatives and commitment to organizations growth and success and helping the organization in its continuous drive towards progress.

Your Directors also appreciate with gratitude the continuous support of clients, bankers, institutions, the Shareholders and well wishers.

For and on behalf of the Board of Directors

For Vardhman Concrete Limited

------- SD --------

Place: Mumbai Ramesh Vardhan

Date: 9th August 2013 Chairman and Managing Director

Registered Office:

Survey No.35/10, Lohop Village,

Khalapur Taluka, ------- SD --------

Raigad District Rajesh Vardhan

Pin.: 410220 Joint Managing Director


Jun 30, 2010

The Directors present the Twenty Seventh Annual Report along with the Audited Statement of Accounts for the financial year ended 30th June 2010

FINANCIAL RESULTS Year ended Period ended 30/6/2010 31/3/2009 (Rs. in lakhs) (Rs. in lakhs)

Income from operation & other income 977.96 531.01

Profit before depreciation and tax (248.38) (424.33)

Depreciation 29.86 39.78

Income-Tax including deferred tax (3.83) 1.81

Profit after Tax (274.41) (465.93)

Add: Balance B/f. (1122.94) (658.06)

Balance C/f. to Balance sheet (1419.46) (1122.94)



DIVIDEND:

In view of the loss, your Directors do not recommend any dividend for the year.

BOARD OF DIRECTORS:

In terms of the provisions of the Articles of Association Mr. Rohit Kapadia and Mr. Arvind Kothari retire by rotation and being eligible offer themselves for re- appointment.

Mr. Dilip Vardhan resigned as a Director of the company w.e.f. 28th April 2010

There were no other changes amongst the Directors

AUDITORS :

M/s. Chokshi & Chokshi, Chartered Accountants retire at the forthcoming Annual General Meeting of the Company and it is proposed to re appoint them as the Auditors of the company to hold office from the conclusion of the forthcoming Annual General Meeting to the conclusion of the next Annual General Meeting of the company.

AUDITORS REPORT:

With reference to the Qualifications made by the Auditors in their Report for the financial period ended 30th June 2010. The company is passing through a major restructuring phase, where planned efforts have been taken to complete all existing loss making projects and also, extensive efforts have gone in to enhance the order book of the company. The company has positioned itself as taking major works in the field of low cost housing for the government, apart from the works from private developers. Therefore, the company has laid foundation of revivng in near future. Moreover in the opinion of the board the company does not attract the provisions of the Sick Industrial companies act and therefore does not feel the need to be declared as a sick company. The company is also initiating to pay the interest liabilities.

The doubtful debtors are written off and the balances which are mentioned in the accounts are recoverable and the company is in the process of recovering the same. As of the creditors the company considers them good and payable.

Rs. 90.52/- lakhs is included in advances in respect of invoked bank guarantee as it was wrongly invoked and the company is in the process of recovering it back from the party.

There are certain claims and matters under pending arbitration matters for variation of works and one side claims made by the company, the company is seeking legal advice and that none of the counter claims are legally teneable. Any decision on the claims may not have significant impact on the networth and financial statements of the company.

The other comments made by the Auditors are self explanatory.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act 1956 the Directors confirm the following in respect of the audited annual accounts for the financial period ended 30th June 2010.

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) that the Directors have selected such accounting policies and applied them consistently and made judgment and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the period ended 30th June 2010 and of the loss of the Company for that period.

iii) that the Directors has taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and deflecting fraud and other irregularities.

iv) that the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

As per the Listing Agreement with the Stock Exchange your Company is required to comply with the requirements of Corporate Governance. The report on Corporate Governance is annexed forming a part of this report.

CHANGE IN NAME :

The name of the company was changed from Stresscrete India Limited to Vardhman Concrete Limited with effect from 22nd April 2010

CONSERVATION OF ENERGY AND FOREIGN TECHNOLOGY ABSORBTION:

The details of energy consumption and conservation as required under the provisions of Section 217(1)(e) of the Companies Act 1956 is provided separately and forms part of this report.

The Company has not adopted any foreign technology during the year.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has not earned any foreign exchange or incurred any foreign exchange outgo during the year.

LISTING:

The Companys Shares are listed in the Bombay Stock Exchange, Mumbai. The Directors regret the suspension of trading of the shares and is in process to revoke the same.

CASH FLOW STATEMENT:

In pursuant to the Listing Agreement the cash flow statement is annexed and forms part of this report.

ACKNOWLEDGEMENT:

The Board of Directors acknowledges the assistance, contribution and support received from Government, Authorities, Banks, Suppliers, customers, employees and the Share holders of the Company for their valued support extended to the Company. By Order of the Board

Ramesh Vardhan Rajesh Vardhan

Chairman & Managing Director Jt. Managing Director

Dated: 03.12.10

Place: Mumbai

Registered Office :

Survey No.35/10

Lohop Village,Khalapur Taluka,

Nr.Vithoba Industrial Estate.

Raigad Dist. Maharashtra.

 
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