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.