Home  »  Company  »  Vascon Engineers Ltd  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Vascon Engineers Ltd.

Mar 31, 2018

Dear Members,

The Board of Directors are pleased to present the Company''s 33rd Annual Report on the business and operations of the Company together with the audited financial statements (standalone and consolidated) for the financial year ended March 31, 2018.

1. Financial Highlights

Table 1 gives the financial highlights of the Company for FY2018 as compared to the previous financial year, on consolidated and standalone basis.

(As per IND-AS) (Rs. in lakhs)

Particulars

Consolidated

Standalone

FY 2018

FY 2017

FY 2018

FY 2017

Net Sales /Income from Business Operations

54058.06

49634.51

33535.48

23971.73

Other Income

3793.34

5801.34

2406.01

4429.21

Total Income

57851.40

55435.85

35941.49

28400.94

Profit /(loss)before Interest and Depreciation

4460.23

5109.47

3829.59

4250.28

Less Interest

2528.17

3273.77

1936.37

2716.12

Profit /(loss)before Depreciation

1932.06

1835.70

1893.22

1534.16

Less Depreciation and amortisation

1431.64

1564.40

751.77

733.53

Profit / (loss) after depreciation and Interest

500.42

270.30

1141.45

800.63

Exceptional Item

Less Current Income Tax

8.54

85.80

74.10

Less Previous year adjustment of Income Tax

-55.43

364.71

-55.43

166.42

Less Deferred Tax

82.24

-301.20

57.45

-52.61

Net Profit after Tax

465.07

120.99

1139.43

612.72

Remeasurement of Benefit liabilities/(Assets)

75.16

61.24

-23.73

58.34

Income Tax relating to items that will not be reclassified to profit & loss account

-17.17

-0.96

Total Comprehensive Income

523.06

181.27

1163.16

671.06

Less Minority share of profits / losses

-97.56

-79.83

NA

Dividend (including Interim if any and final )

-

-

Net Profit after dividend and Tax

620.62

261.10

1163.16

671.06

Earnings per share (Basic)

0.34

0.12

0.67

0.38

Earnings per Share(Diluted)

0.33

0.12

0.66

0.38

Notes: FY2018 represents fiscal year 2017-18, from 1 April 2017 to 31 March 2018, and analogously for FY2017 and other such labeled years.

2. Business Performance

The total standalone sales for FY 2018 are Rs 33535.48 lakhs as compared to Rs. 23971.73 lakhs for FY 2017. The Company made a PAT of Rs1139.43 lakhs in FY 2018 compared to Rs. 612.72 lakhs in FY 2017.

3. Consolidated Results

The turnover of the Company was Rs 54058.06 lakhs in Financial Year 2018 against Rs 49634.51 lakhs in FY 2017. Profit after tax before Minority Interest for Financial Year 2018 was Rs. 465.07 lakhs as compared to Rs 120.99 lakhs in FY 2017.

4. Business Operations & Future Outlook

The company is refocusing on its core area of operations, Viz., EPC and Real Estate. In view of the Government''s emphasis on affordable housing, your company has a sharp focus on this segment. While procuring the contract, the company lays emphasis on the priority of the project to the clients, the importance of value add in the project, and a special focus on affordable housing segment. The company has done extensive research on this area and has developed a special expertise on execution of such projects.

We foresee that the quality developers shall have an edge over others due to more stringent regulatory changes in this area. Growth in the Indian economy and likely reduction in interest rates, pickup in housing segment can be expected. With the Government emphasis on Housing for All and development of affordable housing, your Company shall look for favorable opportunities in this niche segment.

Your Company has received various EPC Contracts (Third Party Contracts) during the year under consideration exceeding a sum of over Rs. 600 crores.

Company has launched both residential and commercial projects namely: Forest Edge and Platinum Square respectively. Company''s Project Forest Edge has got an overwhelming response on its launch. Company had also launched affordable housing schemes under the Brand name of Vashon Good Life at Katvi, Malegaon which has got a positive response.

5. Credit Rating

The Company''s financial prudence is reflected in the strong credit ratings ascribed by Rating Agency as given below:

terms and conditions for the offer will be determined in consultation with lead managers, advisors, underwriters and such other authorities and agencies as may be required to be consulted by the Company in due consideration of prevailing market conditions and other relevant factors. As the price of the Securities shall be determined at a later stage, exact number of securities to be issued shall also be crystallized later.

8A. Amendment in Terms and Condition of Nonconvertible Debentures

There has been amendment in existing terms and conditions of Debenture T rust Deed executed for Unlisted, Unquoted, Unrated Non-Convertible Debentures by making amendment in the Repayment Schedule including partial waiver in the Principal Amount payable.

9. Utilization of Right Issue Proceeds

The proceeds of Rights Issue were used for Repayment/ pre-payment, in full or part, of certain identified loans availed by our Company, Finance the construction of our Ongoing Projects and General corporate purposes. The summaries of utilization of Net Right Issue Proceeds are as follows:

(Rs in Lakhs)

Sr.

No

Particulars

Amount to be utilized

Actual Utilizations as on 31/03/2018

1

Repayment/ prepayment, in full or part, of certain identified loans availed by our Company

6200

6200

2

Finance the construction of our Ongoing Projects

2800

2800

3

General corporate purposes

1000

1000

Instrument

Rating Agency

Rating

Outlook

Long Term Instrument

SMERA

BBB-

Stable

Short Term Instrument

SMERA

A3

NA

Sr.

No.

Particulars

Amount (in Rs.)

1.

Amount accepted during the year

None

2.

Amount remained unpaid or unclaimed as at the end of the year.

None

3.

Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved.

i) at the beginning of the year

ii) maximum during the year

iii) at the end of the year

No

10. Fixed Deposits

The details of deposits accepted during the year FY 2018 under review are as below:

6. Transfer to Reserves

The Company has not proposed to transfer any amount to the General Reserve.

7. Dividend

Considering the Cash Flow Situation, we do not recommend any dividend for the year under review.

8. Share Capital

The Company has allotted 64,00,000 equity shares of Rs. 20/- each fully paid on 08/01/2018 (including premium of Rs. 10 each) under Employee Stock Option Scheme, 2016 (''ESOS, 2016''). The Company has further allotted balance 76,530 equity shares of Rs. 20/- each fully paid on February 13, 2018 (including premium of Rs. 10 each) under Employee Stock Option Scheme, 2015 (''ESOS, 2015''), All the allotted equity shares rank pari passu in all respects with the existing Equity Shares of the Company.

The total paid-up share of the Company has increased to Rs.174,13,67,160 consisting of 17,41,36,716 equity shares of Rs. 10 each fully paid up on the date of this Report.

Qualified Institutional Placement:

Your Company in its Extra-Ordinary General Meeting held on 29th March, 2018 had passed enabling resolution for issuance of shares to Qualified Institutional Buyers for an amount not exceeding Rs. 100 crores. The resolution passed is only an enabling resolution and the detailed

11. Change in the Nature of Business, if any

During the year, there was no change in the nature of business of the Company or any of its subsidiaries.

12. Material Changes and Commitments affecting the Financial Position of the Company

There are no material changes affecting the financial position of the Company subsequent to the close of the FY 2018 till the date of this report

13. Adequacy of Internal Financial Controls with Reference to the Financial Statements

The Board has adopted systems, policies and procedures for efficient conduct of business, operations, safeguarding its assets and prevention of frauds. This ensures accuracy and completeness of accounting records and its timely preparation.

14. Subsidiaries, Associates and Joint Ventures

During the year under review, following changes took place with respect to Subsidiaries and Associates:

a. On 11st August, 2017, Vascon Values Homes Private Limited was incorporated as Wholly Owned Subsidiary of Vascon Engineers Limited

b. 11 Subsidiaries namely Angelica Properties Private Limited, Floriana Properties Private Limited, Greenstone Premises Private Limited, It-Citi Info park Private Limited, Vascon Dwellings Private Limited, Vascon Pricol Infrastructures limited, Wind Flower Properties Private Limited, Just homes India Private Limited, Sheri’s Strategists Private Limited, Sansara Developers India Private Limited, Sunflower Real Estate Developers Private Limited were merged with Vascon Engineers Limited i.e. 21st June, 2017.

c. During the year under review, slump sale of Mumbai Division of M/s GMP Technical Solutions was approved and accordingly, Business Transfer Agreement was executed between GMP Technical Solutions Pvt. Limited and M/s Innovative Core Solutions Private Limited for a consideration of Rs. 18 crores on 16th November, 2017.

The list of subsidiaries and associates of your Company as on March 31, 2018 forms a part of MGT-9 (extract of Annual Return) which is annexed as Annexure-VII to the Board''s Report.

As per Section 129(3) of the Companies Act, 2013, where the Company has one or more subsidiaries, it shall, in addition to its financial statements, prepare a consolidated financial statement of the Company and of all subsidiaries in the same form and manner as that of its own and also attach along with its financial statement, a separate statement containing the salient features of the financial statement of its subsidiaries.

In accordance with the above, the consolidated financial statement of the Company and all its subsidiaries and joint ventures prepared in accordance with Accounting Standards 21 and 27 as specified in the Companies (Accounts) Rules, 2014, form part of the annual report. Further, a statement containing the salient features of the financial statement of our subsidiaries and joint ventures in the prescribed Form AOC-1, is attached as “Annexure I” to the Board''s Report. This statement also provides the details of the performance and financial position of each subsidiary.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements and related information of the subsidiaries, where applicable, will be available for inspection during regular business hours at the Company''s registered office in Pane, India. These will also be available on our website at http://vascon.com/investor/balancesheet.

15. Particulars of Loans, Guarantees Or Investments

The Company makes investments or extends loans/ guarantees to its wholly owned subsidiaries for their business purpose. Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, along with the purpose for which such loan or guarantee is proposed to be utilized by the recipient, form part of the notes to the financial statements provided in this annual report.

16. Corporate Governance and Additional Shareholders'' Information

A detailed report on the corporate governance systems and practices of the Company is given separately in this annual report.

A certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on corporate governance.

17. Awards and Recognitions:

During F.Y. 2017-18, your Company received following awards:

1. I conic Project of the Year Award for Windermere Project

2. CSR Excellence Award

3. Life Time Achievement of the Year Award to Mr. R. Vasudevan

18. Management Discussion and Analysis

A detailed report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), is provided as a separate chapter in the annual report.

19. Board of Directors and Key Management Personnel

The Board of Directors appointed Mr. Siddharth Vasudevan Moorthy as Additional Director of the Company w.e.f. 29th March, 2018 to hold office upto the date of ensuing Annual General Meeting of the Company.

Based on the recommendation of Nomination and Remuneration Committee and Board of Directors of the Company at their meetings held on March 29, 2018, Mr. Siddharth Vasudevan Moorthy was appointed as Managing Director of the Company w.e.f. 1st April, 2018 for a period of 5 years subject to approval of Shareholders and categorized as Executive and Non-Independent Director.

Further ahead, based on the approval of Nomination and Remuneration Committee and Board of Directors of the Company at their meetings held on March 29, 2018, Mr. R. Vasudevan has been elevated as Executive Chairman of the Company from Managing Director i.e. 1st April, 2018.

As per Section 152 of the Companies Act, 2013, Ms. Sowmya Moorthy, Non Executive Director of the Company who retires by rotation at the forthcoming 33rd AGM and being eligible, seeks re-appointment.

The brief profile of Mr. Siddharth Moorthy and Ms. Sowmya Moorthy is covered under Report of Corporate Governance which forms a part of this report.

All the Independent Directors namely Mr. V. Mohan, Mr. K. G. Krishnamurthy and Mr. Mukesh Malhotra have submitted declarations that each of them meets the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)

(b) of SEBI(LODR), Regulations, 2015 and there has been no change in the circumstances which affects their status as an Independent Director.

The Company has received Form DIR-8 from all Directors pursuant to Section 164(2) and rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014. Brief Profile of the Directors seeking appointment/reappointment has been given in the Explanatory Statement to the Notice of the ensuing Annual General Meeting.

Key Managerial Personnel (KMPs)

For the purposes of the provisions of Section 203(1)

(i) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following officers of the Company are hereby designated as the Key Managerial Personnel of the Company with effect from 1 April 2014:

Dr. Santosh Sundararajan, Chief Executive Officer; Mr. D. Santhanam, Chief Financial Officer; and Mr. M. Krishnamurthi, Company Secretary & Compliance Officer.

These officers are in the service of the Company for more than a decade.

Remuneration and other details of Key Managerial Personnel are provided in form MGT-9 which is set out at Annexure -VII to Board''s Report.

20. Meetings:

A calendar of Board Meetings, Annual General Meeting and Committee Meetings is prepared and circulated in advance to Directors of your Company. The Board of Directors of your Company met 9 times during the Financial Year 2017-18 (including a separate meeting of Independent Directors). The maximum gap between two Board Meetings did not exceed 120 days.

Details of Board Meetings are laid down in Corporate Governance Report which forms a part of this Report.

21. Performance Evaluation

As per provisions of the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, an evaluation of the performance of the Board of Directors and Members of the Committees was undertaken. Schedule IV of the Companies Act states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The policy is attached at Annexure D to Corporate Governance Report.

Accordingly, the evaluation of all the Directors individually and the Board as a whole including members of Committees was conducted based on the criteria and framework adopted by the Board. The contribution and impact of individual Directors and Committee Members was reviewed through a peer evaluation, on parameters such as level of engagement and participation, flow of information, independence of judgment, conflicts resolution and their contribution in enhancing the Board''s overall effectiveness. None of the Independent Directors are due for reappointment.

During the year under review, the Independent Directors of the Company met on March 29, 2018, inter-alia, for:

i. Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

ii. Evaluation of performance of the Chairman of the Company, taking into views of Executive and Nonexecutive Directors.

iii. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

22. Appointment Of Directors And Remuneration Policy

The assessment and appointment of members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise and specific qualification required for the position. The potential Board member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)

(b) of the Listing Regulations.

In accordance with Section 178(3) of the Companies Act, 2013, Regulation 9(4) of the Listing Regulations and on recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel and Senior Management. The policy is attached as an annexure to the Corporate Governance report.

23. Audit Committee

The Audit Committee of the Board of Directors consists of three Independent Directors and one Whole Time Director. Presently, the Committee comprises of Mr. V. Mohan, Chairman of the Committee and Independent Director, Mr. K. G. Krishnamurthy, Independent Director and Mr. Mukesh Malhotra, Independent Director and Mr.

R. Vasudevan, Chairman of the Board.

The Board has accepted all recommendations made by the Audit Committee during the year.

24. Business Risk Management

The Company has established a well documented and robust risk management framework under the provisions of Companies Act, 2013. Under this framework, risks are identified across all business process of the Company on continuous basis. Once identified, they are managed systematically by categorizing them. It has been identified as one of the Key enablers to achieve the Company''s objectives. Increased competition, impact of recessionary trends on the award of jobs and man power attrition are some of the major risks faced in the industry. However, your company has adopted risk mitigation steps so as to protect the profitability of the business.

25. Directors’ Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, your Directors state that:

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

2. The directors 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 March 31, 2018 and of the profit and loss of the company for that period;

3. 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;

4. The directors had prepared the annual accounts on a going concern basis; and

5. The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

26. Secretarial Standards:

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ''Meeting of Board of Directors'' and ''General Meetings'' respectively have been duly followed by the Company.

27. Related Party Transactions

In accordance with Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into by the Company with related parties referred to in Section 188(1) in Form AOC-2 is attached as “Annexure II”.

The details of related party disclosures form part of the notes to the financial statements provided in this annual report.

28. Vigil Mechanism / Whistle Blower Policy

The Company has Whistle-Blower policy (Whistle-Blower/ Vigil Mechanism) to report concerns. Under this policy, provisions have been made to safeguard persons who use this mechanism from victimization.

An Independent member of Audit Committee is the Chief of Vigil Mechanism. The policy also provides access to the chairperson of the Audit Committee under certain circumstances. The details of the procedure are also available on the Company''s website www.vascon.com/ investors/services

29. Auditors Statutory Auditors

The Members of the Company at their 29th Annual General Meeting (AGM) held on September 15, 2014, approved the appointment of M/s. Deloitte Haskins & Sells LLP, (Firm Registration no. 117366W/W-100018) Chartered Accountants, as Statutory Auditors of the Company, to hold office for five years, from the conclusion of the 29th AGM.

They have confirmed that they are not disqualified from continuing as Statutory Auditors. The notes on Financial Statements referred to in the auditor’s report are self-explanatory and don''t call for further committee.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, Mr. Kulbhushan D. Rane, of K.D. Rane & Associates, Practicing Company Secretary was appointed to conduct the secretarial audit of the Company for FY 2018. The secretarial audit report for FY 2018 is attached as “Annexure III”.

For FY 2019, based on the consent received from K.D. Rane & Associates, Practicing Company Secretary and on the recommendations of the Audit Committee, the Board has appointed K D Rane & Associates, Practicing Company Secretary, as Secretarial Auditor of the Company for FY 2019.

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company maintains the cost audit records. Your Board has, on the recommendation of the Audit Committee, appointed Mrs. Varsha S. Limaye, Cost Accountants (Membership No.12358) as cost auditors of the Company for the FY 2019 at a remuneration of Rs. 2, 50,000/- (Rupees Two Lacs Fifty Thousand Only) plus service tax as may be applicable.

30. Board''s Response on Auditors Qualification, Reservation Or Adverse Remark Or Disclaimer Made

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report or by the Practicing Company Secretary in the secretarial audit report.

Auditors Observation in the Report

1) Auditor''s comment on delay in payment of Statutory Dues in their Annexure to the Report :-

Reply: The Company is planning to liquidate some of its non-core assets. The Cash Flow shall enable Company to pay dues.

31. Reporting of Frauds

During the year, there were no instances of frauds reported by auditors under Section 143(12) of the Companies Act, 2013.

32. Significant and Material Orders Passed by the Courts/ Regulators

During FY 2018, there were no significant and/or material orders, passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Company''s operations in future except Registered Office of the Company was shifted from jurisdiction of ROC Mumbai to ROC Pune vide order dated 2nd April, 2018.

33. Corporate Social Responsibility Initiatives

Vascon has been an early adopter of Corporate Social Responsibility initiatives. The Company works with Vascon Moorthy Foundation (''VMF'') towards improving healthcare, supporting child education and many such activities for the welfare of the Society.

As per Section 135 of the Companies Act, 2013, the Company has a Corporate Social Responsibility (CSR) Committee of its Board of Directors. Our Corporate Social Responsibility Committee comprises Mr. R. Vasudevan, Chairman of the Committee, Mr. V. Mohan, Member and Ms. Sowmya Vasudevan Moorthy, Member.

During the year, the Committee monitored the implementation and adherence to the CSR policy. Our CSR policy provides a constructive framework to review and organize our social outreach programs in the areas of health, livelihood and education. The policy enables a deeper understanding of outcome focused social development through diverse collaborations.

The Report on CSR activities of the Company is attached as “Annexure IV”

34. Information Required Under Sexual Harassment Of Women At Workplace (Prevention, Prohibition & Redresses) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressed of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redresses) Act, 2013 and the Rules there under for prevention and redressed of complaints of sexual harassment at workplace. The Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, color, nationality, disability, etc. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Company''s office premises or women service providers are covered under this Policy.

All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

During the Fiscal 2018, the Company has not received any complaint on sexual harassments.

35. Transfer of unpaid and unclaimed amounts to Investor Education And Protection Fund (‘IEPF'')

Pursuant to the provisions of the Companies Act, the declared dividends, which remained unpaid or unclaimed for a period of seven years, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

36. Employees Stock Option Schemes

During the year, there has been no material change in the Employees Stock Option Scheme,2015, the Employees Stock Option Scheme,2016 and Employees Stock Option Scheme,2017 (all collectively referred as ''the Schemes'').

The Schemes are in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and the details as required under the said Regulations are available on website of the Company www.vascon.com/ investor.asp.

The applicable disclosures as stipulated under SEBI guidelines with regard are attached as “Annexure V”.

37. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as “Annexure VI”.

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of limits set out in said rules forms part of the annual report.

Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the aforesaid information, is being sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

38. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of the

Companies (Accounts) Rules, 2014 our Company is not covered by the Schedule of Industries which are required to furnish the information in Form-A.

Our Company has not imported any technology or other items, or carried on the business of export or import. Therefore, the disclosure requirements against technology absorption are not applicable to the Company.

39. Foreign Exchange Earnings and Outgo:

(Rs. In lakhs)

Particulars

FY 2018

FY 2017

Foreign Exchange Earning

NIL

1505.93

Expenditure in Foreign Exchange

25.84

493.09

40. Extract of the Annual Return

The details forming part of the extract of the annual return in Form MGT-9 is attached as “Annexure VII”.

41. Acknowledgement

Your Directors would like to acknowledge and place on record their sincere appreciation for the assistance and co-operation received from Financial Institutions, Banks, Government Authorities, Shareholders, Investors and Business Partners.

Yours Directors also wish to place on record the deep sense of appreciation for the Committed services by the Company executives and staff.

For and on behalf of the Board of Directors

R. Vasudevan

Chairman

Place: Pune

Date: May 28, 2018


Mar 31, 2015

We have pleasure in presenting the 30th Annual Report on the business and operations of the Company together with the audited results for the financial year ended March 31, 2015.

1. FINANCIAL HIGHLIGHTS

CONSOLIDATED

PARTICULARS

FY 2015 FY 2014

Net Sales /Income from 6,226,653,209 6,238,773,486

Business Operations

Other Income 143,938,167 193,619,751

Total Income 6,370,591,376 6,432,393,237

Profit /(loss)before Interest and (844,050,994) 310,258,126

Depreciation

Less Interest 296,422,893 419,727,776

Profit /(loss)before Depreciation (1,140,473,887) (109,469,650)

Less Depreciation and

223,654,335 187,700,225

amortization

Profit / (loss) after (1,364,128,222) (297,169,875)

depreciation and Interest

Less Current Income Tax 64,957,313 138,636,793

Less Previous year adjustment 33,807,757 (429,707)

of Income Tax

Less Deferred Tax (15,126,963) (3,470,673)

Net Profit after Tax (1,447,766,329) (431,906,288)

Dividend (including Interim if Nil Nil any and final )

Net Profit after dividend and (1,447,766,329) (431,906,288)

Tax

Amount transferred to General Nil Nil

Reserve

Balance carried to Balance (1,447,766,329) (431,906,288)

Sheet

Earnings per share (Basic) (15.97) (4.87)

Earnings per Share(Diluted) (15.97) (4.87)



PARTICULARS STANDALONE

FY 2015 FY 2014

2,950,862,935 3,307,984,462 Net Sales /Income from Business Operations

Other Income 152,326,481 142,234,004

Total Income 3,103,189,416 3,450,218,466

Profit /(loss)before (1,038,836,434) 21,970,672 Interest and Depreciation

Less Interest 267,451,625 362,983,572

Profit /(loss)before (1,306,288,059) (341,012,900) Depreciation Less Depreciation and 109,764,361 107,742,189 amortization

Profit / (loss) after depreciation and Interest (1,416,052,420) (448,755,090)

Less Current Income Tax - -

Less Previous 30,863,929 - year adjustment of Income Tax

Less Deferred Tax - -

Net Profit after Tax (1,446,916,349) (448,755,090)

Dividend (including nil nil Interim if any and final )

Net Profit after (1,446,916,349) (448,755,090) dividend and Tax

Amount transferred to NIL NIL General Reserve

Balance carried to Balance (1,446,916,349) (448,755,090) Sheet

Earnings per share (Basic) (16.03) (4.98)

Earnings per Share(Diluted) (16.03) (4.98)

Notes: FY2015 represents fiscal year 2014–15, from 1 April 2014 to 31 March 2015, and analogously for FY2014 and other such labeled years.

2. BUSINESS PERFORMANCE

The company had a yet another challenging year. The difficult market conditions had contributed to the tough environment. Total Revenue for the year is at Rs. 3,10,31, 89,416 compared to Rs. 345,02,18,466 for the previous year. The company has incurred a net loss of Rs. 141, 60, 52,420 in the current year as against a net loss of Rs.44,87,55,090 in the previous year. The company has taken necessary steps to improve the performance in the next year.

3. CONSOLIDATED RESULTS

Due to the drop in profitability of the standalone accounts, the consolidated profit and loss account also shows a negative growth in profitability and revenue.

Consolidated Revenue of Vascon Group is Rs. 6,37,05,91,376 as compare to Rs.6,43,23,93,237 for the previous period of 12 months. Net Loss is Rs. 1,36,41,28,222 for the year. Diluted Earnings per Share (EPS) on consolidated basis is Rs. (15.97) for the year.

4. BUSINESS OPERATIONS & FUTURE OUTLOOK

Company has successfully concluded the rights issue for an amount of Rs. 100 Crores at a price of Rs. 15/- per equity share of Rs. 10/- paid up. This shall definitely improve the cash flow position of the company and shall enable to improve the speed of execution of the real estate projects and bidding for higher value EPC contracts. This shall bring a new era in the history of Company with next level of Growth.

Company has also established its presence in Qatar in the Gulf region and is expecting beginning of contract in the current financial year. Company is focused on acquisition of quality contracts with good margin and good clients. Company's strategy of focusing on full service contracts in select areas has started yielding results, recently the company has acquired an additional contact in Lucknow to the extent of Rs. 286 Crores and work is expected to begin shortly.

In the Real Estate segment company has total ongoing projects of 2.5 million sq. ft of which company has sold 1.84 million sq. ft amounting to Rs 972 Crores; company is also planning to launch new projects in current financial year.

5. TRANSFER TO RESERVES

The Company has not proposed to transfer any amount to the General Reserve.

6. DIVIDEND

In view of the losses incurred in the current year, we do not recommend any dividend for the year under review.

7. SHARE CAPITAL

The Company has allotted 2, 93,377 equity shares of Rs. 10/- each fully paid on December 30, 2014. Further, the Company's Rights Issue has been successful and it has allotted 6, 66, 66,666 equity shares of Rs. 10/- each fully paid on August 1, 2015.

Accordingly the total paid-up share of the Company has increased to 15,74,35,970 equity shares, amounting to 157, 43, 59,700/- as on the date of this Report.

Change in Capital

- Increase in Authorized Capital:

Pursuant to the provisions of Sections 13, 61 and 64 and any other applicable provisions, if any, of the Companies Act, 2013 (including any amendment thereto or re-enactment hereof ) and the rules framed there under as may be applicable and the Articles of Association of the Company, the existing Authorized Share Capital of the Company of Rs.150,00,00,000/- (Rupees One Hundred and Fifty Crore only) divided into 15,00,00,000 (Fifteen Crore) Equity Shares of Rs.10/- (Rupees Ten only) each, has been increased to Rs. 200,00,00,000/- (Rupees Two Hundred Crore only) divided into 20,00,00,000 (Twenty Crore) Equity Shares of Rs.10/- (Rupees Ten only) each by creation of 50,000,000 (Five Crore) Equity Shares of Rs. 10 (Rupees Ten Only) each ranking pari passu in all respects with the existing Equity Shares of the Company, vide Members resolution passed on September 15, 2014.

8. FIXED DEPOSITS

The details of deposits accepted/renewed during the year (FY 2014-15) under review are as below:

Amount Sr. Particulars (In Rs.) No

1. Am ount accepted during the 126,200,000 year

2. Am ount remained unpaid or unclaimed as at the end of No the year.

3. Whether there has been any default in repayment of deposits oR payment of interest thereon during the year and if so, number of such cases and the total amount involved. No

i) at the beginning of the year

ii) maximum during the year

iii) at the end of the year

9. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, there was no change in the nature of business of the Company or any of its subsidiaries.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The Company has procured an EPC contract from UP Housing and Development Board for an amount of Rs. 286 Crs, to build 13.50 lac sq. ft. consisting of 10 buildings.

The Company has concluded the Rights Issue of Equity Shares to an extent of Rs. 100 Crores to the existing shareholders of the company.

The company has filed a petition with the settlement commission for completing assessment of Income Tax for the Assessment years from 2007-2008 to 2014-2015.

11. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Board has adopted systems, policies and procedures for efficient conduct of business, operations, safeguarding its assets and prevention of frauds. This ensures accuracy and completeness of accounting records and its timely preparation.

12. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company has 13 subsidiaries and 5 joint venture companies as on March 31, 2015. During FY 2016, i.e after April 1, 2015, Angelica Properties Private Limited has become Subsidiary of Vascon.

As per Section 129(3) of the Companies Act, 2013, where the Company has one or more subsidiaries, it shall, in addition to its financial statements, prepare a consolidated financial statement of the Company and of all subsidiaries in the same form and manner as that of its own and also attach along with its financial statement, a separate statement containing the salient features of the financial statement of its subsidiaries.

In accordance with the above, the consolidated financial statement of the Company and all its subsidiaries and joint ventures prepared in

accordance with Accounting Standards 21 and 27 as specified in the Companies (Accounts) Rules, 2014, form part of the annual report. Further, a statement containing the salient features of the financial statement of our subsidiaries and joint ventures in the prescribed Form AOC-1, is attached as Annexure I" to the Board's Report. This statement also provides the details of the performance and financial position of each subsidiary.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements and related information of the subsidiaries, where applicable, will be available for inspection during regular business hours at the Company's registered office in Mumbai, India. These will also be available on our website.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company makes investments or extends loans/guarantees to its wholly owned subsidiaries for their business purpose. Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, along with the purpose for which such loan or guarantee is proposed to be utilized by the recipient, form part of the notes to the financial statements provided in this annual report.

14. CORPORATE GOVERNANCE AND ADDITIONAL SHAREHOLDERS' INFORMATION

A detailed report on the corporate governance systems and practices of the Company is given in a separately in this annual report.

A certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on corporate governance.

15. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management Discussion and Analysis is provided as a separate chapter in the annual report.

16. BOARD OF DIRECTORS AND KEY MANAGEMENT PERSONNEL

As per the provisions of Sections 149 and 152 of the Companies Act, 2013, the shareholders at their 29th Annual General Meeting held on September 15, 2014, had approved the re-appointment of all the existing Independent Directors of the Company for tenure of up to five consecutive years. None of the Independent Directors are liable to retire by rotation. In accordance with Section 149(7) of the Companies Act, 2013, each Independent Director has confirmed to the Company that he meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Further, in accordance with provisions of Section 152 of the Companies Act, 2013.

At the forthcoming Annual General Meeting scheduled on September 29, 2015, Mr. R. Vasudevan, Whole time Director of the Company, retires by rotation and being eligible, seeks re- appointment. A brief profile of Mr. R. Vasudevan is given in the Corporate Governance section of the annual report for reference of the shareholders.

Key Managerial Personnel (KMPs)

For the purposes of the provisions of section 203(1 )(i) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 the following officers of the Company are hereby designated as the Key Managerial Personnel of the Company with effect from 1 April 2014:

Dr. Santosh Sunderarajan, Chief Executive Officer; Mr. D. Santhanam, Chief Financial Officer; and Mr. M. Krishnamurthi, Company Secretary.

These officers are in the service of the Company for more than a decade.

A. BOARD EVALUATION

As per provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, an evaluation of the performance of the Board of Directors and Members of the Committees was undertaken. Schedule IV of the Companies Act states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

Accordingly, the evaluation of all the Directors individually and the Board as a whole including members of Committees was conducted based on the criteria and framework adopted by the Board. The contribution and impact of individual Directors and Committee Members was reviewed through a peer evaluation, on parameters such as level of engagement and participation, flow of information, independence of judgment, conflicts resolution and their contribution in enhancing the Board's overall effectiveness.

None of the Independent Directors are due for reappointment.

17. APPOINTMENT OF DIRECTORS AND

REMUNERATION POLICY

The assessment and appointment of members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise and specific qualification required for the position. The potential Board member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

In accordance with Section 178(3) of the

Companies Act, 2013, Clause 49(IV) (B) of the Listing Agreement and on recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel and Senior Management. The policy is attached as an annexure to the Corporate Governance report.

B. NUMBER OF BOARD MEETINGS

The Board of Directors met nine times during the year, including a separate meeting of Independent Directors. Details of Board meetings are laid out in Corporate Governance report, which forms a part of this annual report.

18. AUDIT COMMITTEE

The Audit Committee of the Board of Directors consists of two Independent Directors and one Whole Time Director. Presently, the Committee comprises of Mr. V. Mohan, Chairman of the Committee and Independent Director, Mr. R. Kannan, Independent Director and Mr. R. Vasudevan, Managing Director

The Board has accepted all recommendations made by the Audit Committee during the year.

19. BUSINESS RISK MANAGEMENT

The Company has a Risk Management Committee of the Board, consisting of two Independent Directors and one Whole Time Director. The details of the Committee and its terms of reference are set out in the Corporate Governance section, which forms a part of this Report.

The Audit and Risk Management Committees review the key elements of the Company's business, finance, operations and compliance risk(s) and respective mitigation strategies. The Risk Management Committee review the risk identification and management process developed by management to confirm it is consistent with the Corporation's strategy and business plan.

During FY 2015, focus areas of the management and the Board included progress on strategy execution, quality and regulatory, while process safety and health continued to remain a priority for the Company.

20. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your Directors state that:

1. applicable accounting standards have been followed in the preparation of the annual accounts;

2. accounting policies have been selected and applied consistently. Judgments and estimates made 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 FY 2015 and of the profit of the Company for that period;

3. proper and sufficient care has been taken to maintain 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. annual accounts have been prepared on a going concern basis;

5. adequate internal financial controls for the Company to follow have been laid down and these are operating effectively; and

6. proper and adequate systems have been devised to ensure compliance with the provisions of all applicable laws and these systems are operating effectively.

21. RELATED PARTY TRANSACTIONS

In accordance with Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into by the Company with related parties referred to in Section 188(1) in Form AOC-2 is attached as "Annexure II".

The details of related party disclosures form part of the notes to the financial statements provided in this annual report.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has Whistle-Blower policy (Whistle- Blower/ Vigil Mechanism) to report concerns. Under this policy, provisions have been made to safeguard persons who use this mechanism from victimization.

An Independent member of Audit Committee is the Chief of Vigil Mechanism. The policy also provides access to the chairperson of the Audit Committee under certain circumstances. The details of the procedure are also available on the Company's website

23. AUDITORS

STATUTORY AUDITORS

The Members of the Company at their 29th Annual General Meeting (AGM) held on September 15, 2014, approved the appointment of M/s. Deloitte Haskins & Sells LLP, (Firm Registration no.

117366W/W-100018) Chartered Accountants, as statutory auditors of the Company, to hold office for five years, from the conclusion of the 29th AGM.

In terms of first proviso of Section 139 of the Companies Act, 2013, the appointment of the auditors is subject to ratification by the shareholders at every subsequent AGM. Accordingly, the statutory auditors, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, have confirmed their eligibility under Section 141 of the Companies Act, 2013, Rule 4 of the Companies (Audit and Auditors) Rules, 2014 and Clause 41(I)(h) of the Listing Agreement.

The Audit Committee and the Board of Directors recommend the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, as statutory auditors of the Company from the conclusion of the 30th AGM till the conclusion of the 31st AGM, to the shareholders for ratification.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, Dr. K R Chandratre, practicing Company Secretary was appointed to conduct the secretarial audit of the Company for FY 2015. The secretarial audit report for FY 2015 is attached as "Annexure III".

For FY 2016, based on the consent received from K.D. Rane & Associates, practicing Company Secretary and on the recommendations of the Audit Committee, the Board has appointed K D Rane & Associates, practicing Company Secretary, as secretarial auditor of the Company for FY 2016.

24. BOARD'S RESPONSE ON AUDITORS QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

Information and explanation on remark in the Auditor's Report: if any:

Auditor's emphasis matters of the Report:

(i) Preparation of Accounts on Going Concern

Basis:

Reply: The Company has already taken steps to augment the long term resources by issue of Rights shares to the existing shareholders of the Company. The issue has been completed and the Company is in process of clearing liabilities.

(ii) Loans and Advances to Subsidiary

Reply: As mentioned in the note, the management is confident of recovering advances.

(ii)Auditor's comment on delay in payment of statutory dues and loans, in their Annexure to the Report

Reply: The Company has increased the long term resources by issuing rights shares to the members to an extent of Rs. 100 crores. These funds along with the realization of proceeds from noncore assets shall enable company to pay the dues on time.

Secretarial Auditors remarks in the Report:

- The notice of book closure was published in English newspaper in English instead of in vernacular.

Reply: The Board has noted this remark, and ensures Compliance in future.

- The notice of e-voting was published in English language in English instead of in vernacular. Reply: The Board has noted this remark, and ensures Compliance in future.

- The e-voting for the annual general meeting was not completed three days prior to the date of annual general meeting.

Reply: The Board has noted this remark, and ensures Compliance in future.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS

During FY 2015, there were no significant and/or material orders, passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Company's operations in future.

26. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Vascon has been early adopter of Corporate Social Responsibility initiatives. The Company works with Vascon Moorthy Foundation ('VMF') towards improving healthcare, supporting child education and many such activities for the welfare of the Society.

As per Section 135 of the Companies Act, 2013, the Company has a Corporate Social Responsibility (CSR) Committee of its Board of Directors. Our Corporate Social Responsibility Committee comprises Mr. R. Vasudevan, Chairman of the Committee and Managing Director, Mr. V. Mohan, Independent Director, Mr. R Kannan, Independent Director.

During the year, the Committee formulated and recommended a CSR policy to the Board. Our CSR policy provides a constructive framework to review and organize our social outreach programs in the areas of health, livelihood and education. The policy enables a deeper understanding of outcome focused social development through diverse

collaborations.

The Report on CSR activities of the Company is attached as "Annexure IV"

27. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 205A(5) of the Companies Act,1956, the declared dividends, which remained unpaid or unclaimed for a period of seven years, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

28. EMPLOYEES STOCK OPTION SCHEMES

The applicable disclosures as stipulated under SEBI guidelines with regard are attached as "Annexure V".

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as "Annexure VI".

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of limits set out in said rules forms part of the annual report. Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the aforesaid information, is being sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

29. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 our Company is not covered by the Schedule of Industries which are required to furnish the information in Form-A.

Our Company has not imported any technology or other items, or carried on the business of export or import. Therefore, the disclosure requirements against technology absorption are not applicable to the Company.

30. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars 2013-2014 2013-2014

Foreign Exchange - -

Earning

Expenditure in - -

Foreign Exchange

31. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the annual return in Form MGT-9 is attached as "Annexure VII".

32. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the significant contribution made by our employees through their dedication, hard work and commitment, as also for the trust reposed on us by our clients. We also acknowledge the support extended to us by the analysts, bankers,

government agencies, media, customers, suppliers, shareholders and investors at large.

For and on behalf of the Board of Directors

V. Mohan

Chairman

Place: Mumbai

Date: August 11, 2015


Mar 31, 2014

Dear Members,

We are pleased to present this report with the Audited Annual Accounts of the Company for the year ended March 31,2014.

1. Financial Results:

Financial Highlights of the Company for the year are as follows:

Particulars 2013-2014 2012-2013

Total Revenue : 3407.42 4601.37

Profit before Interest and Depreciation & Taxes

Less: Interest 362.98 305.72

Depreciation 107.74 124.58 430.30

Profit Before Exceptional

Items, Prior Period (448.84) (254.43)

Expenses / Income (Net) and Tax

Prior Period Expenses / Income (Net) - (0.04)

Exceptional Items 0.08 (33.59) (33.63)

Profit Before Tax (448.76) (288.06)

Less: Provision for Tax

Current - -

MAT Credit Entitlement

Deferred Tax - (20.88)

Excess/Short provision for Tax - (20.88) of earlier years

Net Profit (448.76) (308.94)

2. Business Performance:

The company had a yet another challenging year. The difficult market conditions had contributed to the tough environment. Total Revenue for the year is at Rs. 3407.42 million compared to Rs. 4601.37 million for the previous year. The company has incurred a net loss of Rs. 448.76 million in the current year as against a net loss of Rs. 308.94 million in the previous year. The company has taken necessary steps to improve the performance in the next year.

3. Consolidated Results:

Due to the drop in profitability of the standalone accounts, the consolidated profit and loss account also shows a negative growth in profitability while its revenue growth is moderate.

Consolidated Revenue of Vascon Group is Rs. 6432.39 million as compare to Rs. 7363.11 for the previous period of 12 months.

Net Loss is Rs. 431.91 million for the year.

Diluted Earnings Per Share (EPS) on consolidated basis is Rs. (4.83) for the year.

4. Business Operations & Future Outlook:

The Real Estate business of the Company of the company has a land bank of 505 acres primarily in Maharashtra and Tamil Nadu. This land parcel shall enable the Company to make 43 million sq. ft of saleable area in the coming years with current FSI rules. Out of this area, Construction has commenced in 3.01 million sq. ft across 10 projects. From this area, the Company has sold 1.70 million sq. ft amounting to Rs 7592 million. The balance 1.31 million sq. ft is expected to be sold in next two years to fetch an amount of 7800 million. Presently the company is focusing all it efforts in three to four projects which has additional built up area of 2 million sq. ft to be started in the next 2 years.

Moreover, the Company is also planning to sell some of the non-core assets to generate immediate cash flow. This shall enable the Company to substantially reduce the existing debt, thereby improving the profitability.

5. Dividend:

In view of the losses incurred in the current year, we do not recommend any dividend for the year under review.

5. Change In Capital:

Increase in Authorised Capital:

Pursuant to the provisions of Section 192A of the Companies Act, 1956 read with Companies (passing of Resolution by Postal Ballot Rules), 2011, an Ordinary Resolution was passed by members of the Company on 4th March, 2014 to increase the Authorised Share Capital and Alteration of the Memorandum of Association of the Company. Accordingly, the Authorized Capital of the Company has been increased from Rs. 100, 00, 00,000 Crores (Rupees Hundred Crores only) divided into 10, 00, 00,000 (Ten Crore) equity shares of Rs. 10/- each to Rs.150, 00, 00,000/- (Rupees One Hundred and Fifty Crores only) divided into 15, 00, 00,000 (Fifteen Crore) equity shares of Rs.10/- (Rupee Ten only) each.

Equity Evolution during the year:

As on March 31,2014 the paid up Equity Share Capital of the Company was Rs. 90,18,25,500/- consisting of 9,01,82,550 equity shares of Rs.10/- each. The table below gives details of equity evolution of the Company during the year under review:

7. Utilisation of IPO Proceeds:

The proceeds of the IPO were to be used for Construction of our EPC contracts and Real Estate Development Projects, repayment of loans, and for general corporate purposes. The summary of utilisation of IPO proceeds are as follows:

8. Subsidiary Companies and Consolidated Financial Statement:

The Company has 14 subsidiaries as on March 31, 2014. We have pleasure in attaching the Consolidated Financial Statement pursuant to clause 32 of the listing agreement entered in to with the stock exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard.

By a general circular (No. 2/ 2011 dated February 8, 2011), the Ministry of Corporate Affairs, Government of India, under Section 212(8) of the Companies Act, 1956, has permitted companies not to attach copies of the Balance Sheets and Profit and Loss Accounts, Directors'' Reports, Auditors'' Reports and other documents of all their subsidiaries, to the Accounts. The company has acted accordingly.

However, annual accounts of the subsidiary companies and the related detailed information are available at any time to shareholders of the parent company and subsidiary companies and to statutory authorities. On request, these documents will be made available for inspection at the company''s corporate office. A statement containing information on the Company''s subsidiaries is included in this Annual Report.

9. Directors:

Sub-section (10) of Section 149 of the Companies Act, 2013 (effective 1 April 2014) provides that an Independent Director shall hold office for a term of up to five consecutive years on the Board of a Company; and shall be eligible for re-appointment on passing of a special resolution by the shareholders of the Company. Sub-section (11) of the same section states that no Independent Director shall be eligible for more than two consecutive terms of up to five years each. In addition, sub-section 13 of Section 149 states that the provisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152 of the Act, shall not apply to such Independent Directors.

The new Clause 49 notified by the SEBI on April 17, 2014, most of which comes into effect from 1 October 2014, states in sub-clause II (B)(2) that any Independent Director "who has already served five years or more in a listed company as on 1 October 2014, shall be eligible for appointment, on completion of his present term, for one more term of up to five years only."

The appointment of Non-Executive Directors — whose sub-set comprise Independent Directors under the Companies Act, 1956 was a de facto term of three years because one third of such fiduciaries were eligible for retirement by rotation. Therefore, it stands to reason that those Independent Directors who would complete their present three-year term at the ensuing AGM of the Company in July 2014, and are eligible for re- appointment, may be considered by the shareholders for re-appointment for a term of up to fi ve years.

The Board recommends the appointment of Mr. V. Mohan and Mr. R. Kannan as Independent Directors under the provisions of the Companies Act, 2013 and Clause 49 of the Listing

Agreement, not liable to retire by rotation and to hold office for the period of Five years.

The brief profile of all the Independent Directors is given in the Corporate Governance section of the annual report for reference of the shareholders.

Further, pursuant to the provisions of Section 152 of the Companies Act, 2013 (effective 1 April 2014), one-third of the retiring Board members (other than Independent Directors), shall retire every year and if eligible, can be re-appointed, by the shareholders at their meeting.

The respective resolutions to the above referred matters are included in the notice convening the Annual General Meeting of the company scheduled on September 15, 2014.

Retirement by Rotation

Mr. K. G. Krishnamurthy, Non-Executive Director retires by rotation, and being eligible, has offered himself for reappointment. We propose at the ensuing Annual General Meeting, to reappoint Mr. K. G. Krishnamurthy as Independent Director not liable to retire by rotation and to hold office for the period of Five years.

10. Corporate Governance Report And Management Discussion And Analysis Statement:

A report on corporate governance is attached to this Report along with Management Discussion and Analysis Statement.

11. Fixed Deposit:

The Company has accepted deposits without invitation to Public under section 58A of the Companies Act, 1956. The statement in lieu of advertisement signed by the Directors of the Company was filed with the Registrar of Companies, Mumbai pursuant to rule 4A (1) of the Companies (Acceptance of Deposits) rule, 1975. Fixed deposits accepted from employees, shareholders and outsiders as on March 31, 2014 stood at Rs. 11,54,37,000/-.

None of the fixed deposits, matured during the year, remained unclaimed or unpaid.

12. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is provided in Annexure forming part of the Report.

13. Particulars Regarding Employees:

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the Company during the year.

The information required under section 217(2A) of the Companies Act, 1956 and the relevant provisions of Companies Act, 2013, read with the Companies (Particulars of Employees) Rule 1975 as amended, the names and other particulars of employees are required to be set out in the Annexure to the Directors Report. However in terms of section 219 (1)(b)(iv) of the Companies Act, 1956 and the relevant provisions of Companies Act, 2013, the report and accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining copy of the same may write to the Company Secretary.

14. Employee Stock Option Scheme:

During the year under review the Company implemented Employee Stock Option Scheme, 2007 ("the scheme"). The Board is please to inform you that, the said scheme is over now and ESOS, 2013 shall be implemented in the year 2014-15. Disclosures in respect of the scheme in compliance with Clause 12 of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guideline, 1999 are set out in annexure to this report and forms part of this report

15. Directors'' Responsibility Statement Pursuant to Section 217(2AA) of the Companies Act, 1956:

a. The Company has followed all applicable accounting standards in the preparation of annual accounts as recommended by statutory auditors.

b. The Directors 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 the year and of the Profit/Loss of the Company for that year.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The annual accounts are prepared on a going concern basis.

16. Auditors:

Anand Mehta & Associates, Auditors having a firm registration no. 127305W, retire at the forthcoming Annual General Meeting and Deloitte Haskins & Sells LLP having a firm registration no. 117366W/W-100018 have confirmed their eligibility and willingness to accept the offer to act as a Statutory Auditors of the Company and accordingly Board recommends their appointment as Statutory Auditors of the Company for a period of Five years.

17. Auditor''s Report:

Information and explanation on remark in the Auditor''s Report: if any:

(i) In respect of Auditor''s observation relating to improving the internal audit system, the management has taken necessary action to conduct the internal audit of the company.

(ii) In respect of Statutory Outstanding referred in the Auditor''s Report, we wish to clarify that all dues referred there in have been

paid except the Service Tax and TDS which are partially paid.

(iii) In respect to Auditors comments on the default in Term Loan from Banks, the management would like to clarify that the amounts have since been paid.

18. Acknowledgement:

We thank our bankers, customers and vendors for their continued support to our Company''s growth. We place on record their appreciation of the contributions made by Vascon''s employees at all levels. Their competence, hard work, solidarity, cooperation and support have enabled the Company to perform well in a competitive environment. For Vascon Engineers Limited

Mumbai: V. Mohan

August 12, 2014 Chairman & Director


Mar 31, 2013

Dear Members,

The are pleased to present our 28th Annual Report on the business and operations of the Company for the year ended 31st March, 2013.

1. Financial Results:

Financial Highlights of the Company for the year are as follows:

(Rs. in Million)

Particulars 2012-2013 2011-2012

Total Revenue : 4601.37 5115.86

Profit before Interest and 175.87 181.72

Depreciation & Taxes

Less: Interest 305.72 355.46

Depreciation 124.58 430.30 100.67 436.12

Profit before exceptional and extraordinary items Prior Period (254.43) (254.40)

Expenses / Income (Net) and Tax

Prior Period Expenses / (0.04) (1.50)

Income (Net)

Exceptional Items (33.59) (33.63) 366.03 364.53

Profit Before Tax (288.06) 110.13

Less: Provision for Tax

Current 6.64

MAT Credit Entitlement (6.64)

Deferred Tax (20.88) (9.72)

Excess / Short provision for (20.88) (9.72)

Tax of earlier years

Net Profit (308.94) 119.85

2. Business Performance:

The last two years have been challenging years with unprecedented economic uncertainty, which has resulted in moderating market demand and rising costs. The Company, as a part of its business strategy has taken a conscious decision to exit from some of its stalled, slow moving and non-proftable projects which were economically unviable to continue on same commercial terms. Due to this strategy, it has seen drop in Revenue and earnings of our Construction business. More over due to drop in turnover, the over head has not been fully absorbed, thereby pulling down the profts.

Total Revenue for the year is at Rs. 4601.37 million compared to Rs. 5,115.86 million for the previous period of 12 months.

Net loss for the year is at Rs. 308.94 million as compared to Net Proft of Rs. 119.85 million for the previous period of 12 months.

3. Consolidated Results:

Due to the drop in proftability of the standalone accounts, the consolidated proft and loss account also shows a negative growth in proftability while its revenue growth is moderate.

Consolidated Revenue of Vascon Group is Rs. 7,363.11 million as compare to Rs. 7,280.29 for the previous period of 12 months.

Net Loss is Rs. 170.47 million for the year.

4. Business Operations & Future Outlook:

The Company has two businesses viz. Real Estate and Construction.

The Company has consolidated its position in Construction business in the last year and is focusing on more remunerative contracts. The unique expertise of the company in executing full service contracts is thrust in bidding and acquiring new contracts. This shall not only improve the margins but also contribute to the image of the company.

The Company has increased its focus on development of our Real Estate projects. This has yielded results and Revenue in our Real Estate business has achieved signifcant growth despite challenging economic environment. It will continue this strategy of focusing on Real estate development projects. This will yield better margins and also help in generating steady cash fow in the future.

GMP Technical Solutions Pvt. Ltd., the Clean Room partition business has growth in revenue. The margins in this business have been stable and the Company expects to maintain growth in this segment. It is now exporting to six countries and plan to expand its footprints further. The global footprint shall not only grow the revenue but also regain proftability.

The Company has successfully reduced its Gross Debt by Rs. 740 million in last year. The Company is making an all out efforts to improve cash fow from monetization of unsold inventory and selective land parcels. We have already monetized commercial projects in Pune during last year. We will continue our efforts on other identifed projects in this year as well. Apart from this projects, the Company intends to exit from its investment in Hospitality projects at right prices.

5. Dividend:

In view of losses incurred in the current year, we do not recommend any dividend for the year under review.

6.Change in Capital:

Equity Evolution during the year

As on March 31, 2012 the paid up Equity Share Capital of the Company was Rs. 90,13,56,000/- consisting of 901,35,600 equity shares of Re.10/- each.

The table below gives details of equity evolution of the Company during the year under review:

Date Particulars No. of equity shares Post allotment Equity of Rs.10/- each Share Capital status Allotment pursuant Rs.901,507,500/- consisting May 21, to exercise of Stock 15,150 of 90,150,750 equity shares 2012 Options of Re.10/- each. Allotment pursuant Rs.901,801,500/- consisting Nov 8, to exercise of Stock 29,400 of 90,180,150 equity shares 2012 Options of Re.10/- each. 7. Utilisation of IPO Proceeds: The proceeds of the IPO were issued for procurement of land at various strategic places, repayment of loans, construction expenses of projects and for general corporate purposes. The summaries of utilisation of net IPO proceeds are as follows:

(Rs. in Million)

Particulars Amount to be Actual utilizations as utilized on 31.03.2013

a) Construction of our EPC 1,189.2 1,189.2 contracts and Real Estate

Development Projects

b) Repayment of debt 361.7 361.7

c) General Corporate purpose 103.4 103.4

d) Issue Expenses 127.7 127.7

8. Subsidiary Companies & Consolidated Financial Statement:

The Company has 11 subsidiaries as on March 31, 2013.We have pleasure in attaching the Consolidated Financial Statement pursuant to clause 32 of the listing agreement entered in to with the stock exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard.

By a general circular (No. 2/ 2011 dated February 8, 2011), the Ministry of Corporate Affairs, Government of India, under Section 212(8) of the Companies Act, 1956, has permitted companies to not attach copies of the Balance Sheets and Proft and Loss Accounts, Directors'' Reports, Auditors'' Reports and other documents of all their subsidiaries, to the Accounts. The company has acted accordingly.

However, annual accounts of the subsidiary companies and the related detailed information are available at any time to shareholders of the parent company and subsidiary companies and to statutory authorities. On request, these documents will be made available for inspection at the company''s corporate offce. A statement containing information on the Company''s subsidiaries is included in this Annual Report.

9. Directors:

Retirement by Rotation

Mr. V Mohan, Director retires by rotation and being eligible has offered himself for re-appointment. We propose to re-appoint Mr. V Mohan as director of the Company at the ensuing Annual General Meeting.

10. Corporate Governance Report And Management Discussion And Analysis Statement:

A report on corporate governance is attached to this Report along with Management Discussion and Analysis Statement.

11. Fixed Deposit:

The Company has accepted deposits without invitation to Public under section 58A of the Companies Act, 1956. The statement in lieu of advertisement signed by the Directors of the Company was fled with the Registrar of Companies, Mumbai pursuant to rule 4A(1) of the Companies (Acceptance of Deposits) rule, 1975. Fixed deposits accepted from employees, shareholders and outsiders as on March 31, 2013 stood at Rs. 89.30_ Millions. None of the fxed deposits which are matured during the year remained unclaimed and unpaid.

12. Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo:

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is provided in Annexure forming part of the Report.

13. Particulars Regarding Employees:

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the Company during the year.

The information required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule 1975 as amended, the names and other particulars of employees are required to be set out in the Annexure to the Directors Report. However in terms of section 219 (1)(b)(iv) of the Companies Act, 1956 the report and accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining copy of the same may write to the Company Secretary.

14. Employee Stock Option Scheme:

During the year under review the Company implemented Employee Stock Option Scheme, 2007 ( "the scheme" ). Disclosures in respect of the scheme in compliance with Clause 12 of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guideline, 1999 are set out in annexure to this report and forms part of this report.

15. Directors'' Responsibility Statement Pursuant to Section 217(2AA):

a) The Company has followed all applicable accounting standards in the preparation of annual accounts as recommended by statutory auditors.

b) The Directors 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 the year and of the Proft/Loss of the Company for that year.

c) The Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts are prepared on a going concern basis.

16. Auditors:

Anand Mehta & Associates, auditors, retire at the forthcoming Annual General Meeting and have confrmed their eligibility and willingness to accept offer, if are re-appointed.

17. Auditor''s Report:

Information and explanation on remark in the Auditor''s Report: if any

(i) In respect of Auditor''s observation relating to improving the internal control systems and the scope and coverage of Internal Audit, the management has taken steps to strengthen the same.

(ii) In respect of outstanding referred in the Auditor''s Report, we wish to clarify that all dues referred there in have been paid.

18. Acknowledgment:

We thank our bankers, customers and vendors for their continued support to our Company''s growth. We place on record their appreciation of the contributions made by Vascon''s employees at all levels. Their competence, hard work, solidarity, cooperation and support have enabled the Company to perform well in a competitive environment.

For Vascon Engineers Limited

V. Mohan

Mumbai: 22nd July, 2013 Chairman


Mar 31, 2012

The are delighted to present our 27th Annual Report on the business and operations of the Company for the year ended 31st March, 2012.

01. FINANCIAL RESULTS:

Financial Highlights of the Company for the year are as follows:

(Rs. In Million)

Particulars 2011-2012 2010-2011

Total Revenue 5115.86 7870.79

Profit before Interest, 181.57 811.55

Depreciation & Taxes

Less: Interest 335.45 227.89

Depreciation 100.67 436.12 75.33 303.22

Profit Before Exceptional Items, Prior Period Expenses / Income (Net) and Tax (254.55) 508.33

Add: Prior Period Expenses /

Income (Net) (1.50) 5.01

Exceptional Items 366.18 364.68 212.51 217.52

Profit Before Tax 110.13 725.85

Less: Provision for Tax

Current 6.64 201

MAT Credit Entitlement (6.64) -

Deferred Tax (9.72) (2.61)

Excess / Short provision for Tax of earlier years - (9.72) (15.53) 182.86

Net Profit 119.85 542.99

02. BUSINESS PERFORMANCE:

Total Revenue for the year is at Rs. 5,115.86 million as compared to Rs. 7,870.79 million for the previous period of 12 months.

Net Profit for the year is at Rs. 119.85 million as compared to Rs. 542.99 million for the previous period of 12 months.

03. CONSOLIDATED RESULTS:

Consolidated Revenue of Vascon Group is Rs. 7,280.29 million as compared to Rs. 10,229.59 million for the previous period of 12 months.

Net Profit is Rs. 154.87 million for the year.

Diluted Earnings Per Share (EPS) on consolidated basis is Rs. 1.49 for the year.

04. BUSINESS OPERATIONS AND FUTURE OUTLOOK:

Our Company focuses on two businesses viz. Real Estate and Construction. Both the businesses have grown in the last several years together and have a very bright future. The EPC business has spread all over the country and include constructing factories, hospitals, hotels, offices, residential complexes, shopping malls etc. The Company intends to capitalize on the opportunity presented by the infrastructure sector also.

While the Company had a faster growth in the last five years it has faced a challenging situation in the last year. However, it has consolidated the position in the last two quarters, and is focusing on more remunerative projects.

In the Real Estate space, the Company is engaged in development of residential and office complexes, shopping malls, multiplexes, hotels, IT Parks, and other buildings. It concentrates on JDA model of business. However, in the areas where it has had successful launches in the past, it had acquired land parcels also. The Company has created iconic projects in Pune in the past and the buildings have won many awards for theire construction. While the Company has potential salable area of over 60 million sq. ft., it has recently started its magnum opus project at Pune with the name, Windermere. All the real estate projects of the Company are selling well and are expected to pick up momentum in the next few years.

As a part of backward integration the Company has purchased GMP Technical Solutions Private Limited in August, 2010. The company is working in two business areas. One is clean room partitions and the other one is HVAC design and integrated building management system. The busines is growing more than 20% CAGR and it has forayed into several overseas market.

Apart from this the Company has made strategic investments in hospitality business. It intends to exit the units at right prices. In the current year it has sold the hotel in Pune at a profit.

05. DIVIDEND:

In view of plough back of profit for future growth of the Company we do not recommend any dividend for the year under review .

06.CHANGE IN CAPITAL:

Equity Evolution during the year

As on March 31, 2011 the paid up Equity Share Capital of the Company was Rs. 90,01,60,500/- consisting of 900,16,050 equity shares of Re.10/- each.

The table below gives details of equity evolution of the Company during the year under review:

Table: Shares allotted during F.Y. 2011-2012

Date Particulars No. of equity Shares Post allotment Equity of Re.10/- each Share Capital status May 14, Allotment pursuant 90,000 Rs. 90,10,60,500/- consisting 2011 to exercise of of 901,06,050 equity shares Stock Options of Re.10/- each.

Feb 14, Allotment pursuant 29,550 Rs. 90,13,56,000/- consisting 2012 to exercise of of 901,35,600 equity shares Stock Options of Re.10/- each.

07. UTILISATION OF IPO PROCEEDS:

The proceeds of the IPO were issued for procurement of land at various strategic places, repayment of loans, construction expenses of projects and for general corporate purposes. The summaries of utilisation of net IPO proceeds are as follows:

(Rs. In Millions)

Sr. Particulars Amount Actual utilizations to be utilized as on 31.03.2012

a) Construction of our EPC contracts and Real Estate Development projects 1189.2 1189.2

b) Repayment of debt 361.7 361.7

c) General corporate purpose 103.4 103.4

d) Issue Expenses 127.7 127.7

Total 1,78.2 1,78.2

08. ACQUISITIONS:

During the year the Company has purchased the balance shares of Almet Corporation Limited and Marathwada Realtors Private Limited making these companies 99.92% and 100% subsidiaries.

09. SUBSIDIARY COMPANIES:

The Company had 9 subsidiaries at the beginning of the year. During the year the Company acquired two new companies which are Almet Corporation Limited and Marathwada Realtors Private Limited. Following this action, the Company has 11 subsidiaries as on March 31, 2012.

10. CONSOLIDATED FINANCIAL STATEMENT:

We have pleasure in attaching the Consolidated Financial Statement pursuant to clause 32 of the listing agreement entered in to with the stock exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard.

By a general circular (No. 2/2011 dated February 8, 2011), the Ministry of Corporate Affairs, Government of India, under Section 212(8) of the Companies Act, 1956, has permitted companies not to attach copies of the Balance Sheets and Profit and Loss Accounts, Directors' Reports, Auditor's Reports and other documents of all their subsidiaries, to the Accounts. The company has acted accordingly.

However, annual accounts of the subsidiary companies and the related detailed information are available at any time to shareholders of the parent company and subsidiary companies and to statutory authorities. On request, these documents will be made available for inspection at the Company's Corporate Office. A statement containing information on the Company's subsidiaries is included in this Annual Report.

11.DIRECTORS:

Retirement by Rotation

Mr. R. Kannan, Director retires by rotation and being eligible has offered himself for re-appointment. We proposed to re-appoint Mr. R. Kannan as director of the Company at the ensuing Annual General Meeting.

12.CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

A report on corporate governance is attached to this Report along with Management Discussion and Analysis Statement.

13.FIXED DEPOSIT:

The Company has accepted deposits without invitation to Public under section 58A of the Companies Act, 1956. The statement in lieu of advertisement signed by the Directors of the Company was filed with the Registrar of Companies, Mumbai pursuant to Rule 4A(1) of the Companies (Acceptance of Deposits) Rule, 1975. Fixed deposits accepted from employees, shareholders and outsiders as on March 31, 2012 stood at Rs. 84.05 Millions. None of the fixed deposits which are matured during the year remained unclaimed and unpaid.

14.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is provided in Annexure forming part of the Report.

15.PARTICULARS REGARDING EMPLOYEES:

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the Company during the year. The information required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule 1975 as amended, the names and other particulars of employees are required to be set out in the Annexure to the Directors Report. However in terms of section 219 (1)(b)(iv) of the Companies Act, 1956 the report and accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining copy of the same may write to the Company Secretary.

16.EMPL0YEE STOCK OPTION SCHEME:

During the year under review the Company implemented Employee Stock Option Scheme, 2007 ("the scheme"). Disclosures in respect of the scheme in compliance with Clause 12 of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guideline, 1999 are set out in annexure to this report and forms part of this report.

17.DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA):

a) The Company has followed all applicable accounting standards in the preparation of annual accounts as recommended by statutory auditors.

b) The Directors 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 the year and of the Profit/Loss of the Company for that year.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts are prepared on a going concern basis.

18. AUDITORS:

Anand Mehta & Associates, auditors, retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept offer, if are re-appointed.

19. AUDITOR'S REPORT:

Information and explanation on remark in the Auditor's Report:

(i) In respect of Auditor's observation relating to improving the internal control systems and the scope and coverage of Internal Audit, the management has taken steps to strengthen the same and correct the weaknesses observed in the system. Further, the scope of the Internal Auditor has also been increased to monitor the implementation of the same.

(ii) In respect of Auditor's observation relating to preparation of cost statement, we have to clarify that the same are being prepared by Cost Accountant and their report is awaited.

(iii) In respect of certain delays in payment of dues to the bank, financial institutions and statutory liabilities, we have to clarify that the same was on account of tight monetary conditions prevailing in the economy where payments from customers are also delayed. We are confident that the situation will improve in the ensuing year. The management has also initiated a process of liquidating certain non core real estate assets and vigorous follow up with customers for recovery of dues whereby the funds so generated can be used to repay the dues as per time lines stipulated.

(iv) As regards the Auditor's observation relating to the fraud detected in the Company, we invite your attention to note no. 46 to the Financial Statements, which is self explanatory.

20.ACKNOWLEDGEMENT:

We thank our bankers, customers and vendors for their continued support to our Company's growth. We place on record our appreciation of the contributions made by Vascon's employees at all levels. Their competence, hard work, solidarity, co-operation and support have enabled the Company to perform well in a competitive environment. For Vascon Engineers Limited Mumbai V. Mohan

21st May, 2012 Chairman


Mar 31, 2010

We are delighted to present our 25th Annual Report on the business and operations of the Company for the year ended 31s March, 2010.

01 FINANCIAL RESULTS

Financial Highlights of the Company for the year are as follows:

(Rs In Millions) 2009-2010 2008-2009 Gross Receipts: 7,147.72 5,305.09 Profit before Interest and Depreciation & Taxes 907.79 621.83

Less: Interest 214.26 253.50

Depreciation 64.11 57.26

Profit Before Tax and Prior Period

Adjustment 629.43 311.07

Less: Provision for Tax

Current : 197.20 96.32

Fringe Benefit Tax - 3.64 Deferred Tax Expense/(Gain) (4.39) 192.81 (1.68) 96.28

Profit After Tax and before Prior

Period Adjustment 436.62 212.79

Add/Less:

Excess/(Short) Provision Back/Off , 2.30 (5.91)

Prior Period Adjustment-

lncome/(Expenses) 3.34 5.64 (2.20) (8.11)

Net Profit : 442.26 204.67

02 BUSINESS PERFORMANCE

Sales for the year are Rs. 6,950.12 million compared to Rs. 5,240.03 million for the previous period of 12 months.

Profit after tax is at Rs. 442.26 million as compared to Rs. 204.67 million for the previous period of 12 months.

03 CONSOLIDATED RESULTS

Consolidated income of Vascon Group have gone up by 47.16% to Rs. 7,381.24 million.

Net Profit has increased 171.48% to Rs. 522.01 million.

Basic earnings Per Share (EPS) on consolidated basis Rs. 6.71 as compared to Rs. 2.49 in the previous year.

04 BUSINESS OPERATIONS & FUTURE OUTLOOK

The Companys EPC services include constructing factories, hospitals, hospitality properties, office and residential complexes, shopping malls, multiplexes, IT parks and other buildings. We intend to capitalize on the opportunity presented by the emphasis on the Infrastructure development by the Government of India.

Vascon also provides EPC services for its own projects as well as to third parties. EPC services involve various activities, depending on the scope of the engagement on a specific project. It encompasses undertaking projects as turnkey contractors for the entire project or as contractors responsible for a specific portion of a project.

Vascons strategy for the EPC segment will focus on optimizing its EPC services business and resources and entering into infrastructure development by participating in road development and other infrastructure related activities.

In the real estate space the Company is engaged in the development of residential and office complexes, shopping malls, multiplexes, hospitality properties, IT parks and other buildings. Vascon conducts its real estate development business directly or through its subsidiaries and also holds equity in other Development Entities, which in turn enter into joint development or other agreements to develop the properties.

The Company undertakes the entire spectrum of Real Estate Development activities including identification and acquisition of land to providing EPC services, and sales and marketing of projects to operation of the completed projects.

05 DIVIDEND

In view of ploughing back of profits for future growth of the Company we do not recommend any dividend for the year under review.

06 CHANGE IN CAPITAL: INITIAL PUBLIC OFFER (IPO)

During the year, the Company has successfully completed Initial Public Offering of 10,800,000 Equity Shares of Rs. 10/- each at a premium of Rs. 155/- per Equity Share aggregating to Rs. 165/- per Equity Share. The total issue size was Rs. 1782 million. The Initial Public Offer was over-subscribed to the extent of 1.22 times.

The Company has filled its Draft Red Herring Prospectus on September 29, 2009, Red Herring Prospectus on January 19, 2010 and Prospectus on February 02, 2010. The Initial Public Offer was open from January 27, 2010 to January 29, 2010. The Companys shares were listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited on February 15,2010.

07 UTILISATION OF IPO PROCEEDS

The proceeds of the IPO were utilised for repayment of loans, construction expenses of projects and for

General Corporate Purposes. The unutilised portion thereto has been invested into bank deposits, bank cash credit and mutual funds. The summary of utilisation of net IPO proceeds is as follows:

(Rs. In Millions)

Particulars Total Estimated Estimated Utilisation Utilisation as Utilisation as on given in Prospectus as on 31.03.2010

a) Construction of our EPCcontracts and real estate development projects , 1150.00 62.50 5.80

[b)Repayment ot debt 396.28 396.28 361.68

c) General corporate purpose 103.47 51.73 103.40

[djlssue Expenses 132.25 132.25 127.73

Total 1782.00 642.76 598.61

08 SUBSIDIARY COMPANIES

The Company had 9 subsidiaries at the beginning of the year. During the year Company set up/ acquired one new subsidiary Caspia Hotels Private Limited. Rose Premises Private Limited ceased to be a subsidiary of the Company due to sale of shares. Following this action, the Company has

9 subsidiaries as on 31st March,2010.

The Ministry of Company Affairs vide its letter No 47/161/2008-CL-lll dt. 15,h March, 2010 granted exemption to the Company from attaching copies of the Balance Sheet and Profit and Loss Account , Directors Report and Auditors Report of the subsidiary companies for the year 2009-10. However, on request by any member of the Company/ statutory authority interested in obtaining them, these documents will be made available for examination, at the corporate office. Pursuant to the approval, a statement of summarized financial of all the subsidiaries, joint ventures & associates is attached along with the Consolidated Financial Statement

09 CONSOLIDATED FINANCIAL STATEMENT

Your directors have pleasure in attaching the Consolidated Financial Statement pursuant to clause 32 of the listing agreement entered in to with the stock exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard.

10 DETAILS OF UNCLAIMED SHARES

Following are the unclaimed shares in demat suspense account of the company as at 31st March, 2010.

At the being of the year

Aggregate Outstanding number oi shares In the shareholders suspense

account lying at the

beginning of the year

NIL NIL During. the year

Number of dumber of shareholders shareholders approached to whom for transfer of shares are shares from transfer from suspense suspense account account

21 2520

At the end of the year

Aggregate Outstanding number of shares in the shareholders suspense account lying at the

end of the

year

5 805

At the being of the year During the year At the end of the year Aggregate Outstanding Number of number of Aggregate Outstanding number of shares in shareholders hareholders numbeT of shares in the shareholders suspense approached to whom shareholders suspense (account for transfer shares are account lying at the shares from transfer from lying at the beginning ot suspense suspense end of the the year account account year.

11 DIRECTORS

Retirement by Rotation

Mr. K G Krishnamurthy retires by rotation and being eligible has offered himself for re-appointment.We proposed to re-appoint Mr. K G Krishnamurthy as director of the Company at the ensuing Annual General Meeting.

The brief resume/details relating to director, who is to be appointed/re-appointed has been furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

12 CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

A report on corporate governance is attached to this Report along with Management Discussion and Analysis Statement.

13 FIXED DEPOSIT

The Company has accepted deposits without invitation to public under section 58A of the Companies Act, 1956 pursuant to a resolution passed by the Board in their meeting held on December 9,2008. The statement in lieu of advertisement signed by all the Directors on the Board of the Company was filed with the Registrar of Companies, Mumbai pursuant to rule 4A(1) of the Companies (Acceptance of Deposits) Rule, 1975. Fixed deposits accepted from employees and outsiders as on 31st March,2010 stood at Rs.3.87crore.

14 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is provided in Annexure forming part of the Report.

15 PARTICULARS REGARDING EMPLOYEES

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the Company during the year. In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, having regard to the provisions of Section

219 (1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any member who is interested in obtaining such particulars may write to the Company Secretary, at the Registered Office of the Company.

16 EMPLOYEE STOCK OPTION SCHEME

Pursuant to the provisions of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guideline ,1999 the details of stock option as on 31s March,2010 under the Employee Stock Option Scheme,2007 are set out in annexure forming part of the report.

17 DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA)

a) The Company has followed all applicable accounting standards in the preparation of annual accounts as recommended by statutory auditors.

b) The Directors 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 the year and of the Profit/Loss of the Company for that year.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts are prepared on a going concern basis.

18 SOCIAL RESPONSIBILITY

Vascon Moorthy Foundation (VMF) was set up in February 2008 to handle the welfare initiatives of Vascon Engineers Limited. VMF was named after the late Shri N R Moorthy, Senior Mentor of Vascon. The first task was to look after the welfare of construction workers at Vascon project sites. Outside the industry, VMF is taking steps to promote education of deserving children, especially girls. Long-term plans include sponsoring or setting up an institute that can provide technical training in construction industryto the youth.

19 AUDITORS

Anand Mehta & Associates , auditors, retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept offer, if are re-appointed.

20 ACKNOWLEDGMENT

We thank our bankers, customers and vendors for their continued support to our Companys growth. We place on record their appreciation of the contributions made by Vascons employees at all levels. Their competence, hard work, solidarity, cooperation and support have enabled the company to perform consistently well in a competitive environment.

For VASCON ENGINEERS LIMITED V.MOHAN

CHAIRMAN


Mar 31, 2009

We are delighted to present 24th Annual Report on the business and operations of the Company for the year ended 31 st March, 2009.

FINANCIAL RESULTS

(Rs, crores) Particulars March,09 March.08

Gross Receipts: 530.55 603.13

Profit before Interest

and Depreciation 61.95 120.51

Less: Interest 25.35 15.95

Depreciation 5.72 31.07 4.05 20.00

Profit Before Tax 30.88 100.51 Less: Provision for Tax Current 9.63 36.60

Fringe Benefit Tax 0.36 1.80

Deferred Tax Expense/(Gain) -0.16 9.83 -0.83 37.57

Profit After Tax 21.05 62.94

Add/Less:

Excess/(Short)

Provision Written Back/ Off -0.59 0.95

Surplus for the year carried to Balance Sheet 20.46 63.89

Profits of 2007-2008 was higher due to strategic sale and real estate turnover.

BUSINESS PROSPECTS

Recession took a toll on all sectors all over the world, while realty was among the worst affected in India. The Companys sales dropped by 12 percent while profitability also went down. This was mainly on account of postponement or cancellation of several development projects across the country. However, it is significant to note that Vascons margins on pure engineering projects were intact. The contractual turnover of the company made a significant progress by registering an increase of 49.6%.The Company has taken a decision to focus more on contract jobs and community projects like hospitals and schools. The job basket will continue to be a prudent mix of big and small projects while strategic investments will be made in infrastructure ventures.

While it is uncertain when the economy will bounce back, Vascon is confident that its stringent cost-cutting initiatives and aggressive exploration of long-term opportunities in India and other countries will help it emerge stronger. A petition has been filed with the Company Law Board by a party impugning a loan taken by the Company on the security of a property belonging to a subsidiary of the

Company. The petition is being contested. Active steps are also being taken for replacement of the security, as and by way of abundant caution.

AWARDS AND RECOGNITIONS

During the year, the Company received various awards and recognitions. Significant among these were:

• Best IT Infrastructure Company Award, 2008, from the Government of Maharashtra

• Building Industry Leadership Awards, from Builders Information Bureau, New Delhi

DIVIDEND

We do not recommend any dividend for the year under review, because the available surplus is to be ploughed back to nourish the growth of the Company.

SOURCESOF FUNDS

The Company has been making concerted efforts to broaden its sources of funds.

I)RIGHTS ISSUE AND INCREASE IN PAID-UP CAPITAL Pursuant to the resolution passed by the Board of Directors on July 21, 2008, rights shares were issued in the ratio of one equity share for every 22 equity shares held (1:22). Following this, the paid-up capital of the company increased from Rs. 726,147,060/- to Rs. 759,153,730/- . The number of paid up equity shares of Rs. 10/- each increased from 72,614,706 to 75,915,373.

II) ISSUE OF UNSECURED CONVERTIBLE DEBENTURES

Pursuant to the resolution passed by the Board of Directors on July 21, 2008, debentures were allotted in the ratio of one debenture for every 22 equity shares held (1:22). Following this, Unsecured Convertible Debentures stands as 3,300,677 of Rs. 152/-each.

III) FIXED DEPOSITS

The Company has accepted deposits from the public, without invitation, under section 58Aof the Companies Act, 1956, pursuant to the resolution passed by the Board of Directors on December 9, 2008. The statement in lieu of advertisement, signed by all Directors, was filed with the Registrar of Companies, Mumbai in accordance with Rule 4A(1) of the Companies (Acceptance of Deposits) Rules, 1975. Fixed deposits accepted from employees and others amounted to Rs. 4.45 lakh as on 31 st March, 2009.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABORTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars of conservation of energy, technology abortion, foreign exchange earnings and outgo as required under section 217 of the Companies Act, 1956 are given in the annexed statement.

PARTICULARS REGARDING EMPLOYEES

Particulars of employees drawing remuneration exceeding Rs. 24,00,000/- per annum or Rs. 2,00,000/- per month, as required under Section 217 of the Companies Act, 1956 are given in the annexed statement.

SUBSIDIARY COMPANIES

The Company has nine subsidiaries. During the year Company has acquired additional shares of Floriana Properties Pvt. Ltd. following which it has become wholly owned subsidiary of the Company. Vide its letter number 47/113/2009-CL-lll dated 20th April, 2009, the Ministry of Company Affairs has granted approval for not attaching copies of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the nine subsidiary companies of Vascon, for the year 2008-09. However, those members interested in obtaining these documents may write to the Companys registered address. The consolidated financial statements of these subsidiaries, duly audited by the statutory auditors, form part of this report.

DIRECTORS

Retirement by Rotation

Mr V Mohan retires by rotation and, being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. His brief resume has been furnished in the explanatory statement accompanying the notice of the Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA)

The Directors have:

a)followed all applicable accounting standards in the preparation of annual accounts as recommended by statutory auditors.

b)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 year and of the profit or loss of the Company for that year.

c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d)The annual accounts are prepared on going concern basis.

SOCIAL RESPONSIBILITY

The Vascon Moorthy Foundation (VMF), set up to guide and execute the Companys social responsibility and welfare initiatives, has completed one year. It has done significant work in the areas of education, health and hygiene at almost all Vascon construction sites. It has also launched new programmes in health care of employees and their immediate family members. VMF is paying special attention to facilitating higher education of children of construction workers. In addition to this, the Company actively participated in activities to promote safety and environment preservation.

AUDITORS

Anand Mehta & Associates, auditors, retire at the forthcoming Annual General Meeting and, being eligible, seek re-appointment. We recommend their re- appointment.

ACKNOWLEDGEMENT

We thank our bankers, customers and vendors for their continued support to our Companys growth. We place on record their appreciation of the contributions made by Vascons employees at all levels. Their competence, hard work, solidarity, cooperation and support have enabled the company to perform consistently well in a challenging environment.

Mumbai, On Behalf of the 23rd June, 2009 Board of Director

V Mohan

Chairman


Mar 31, 2008

We are delighted to present our 23rd Annual Report on the business and operations of the company for the year ended 31st March, 2008.

FINANCIAL RESULTS

Consolidated Figures of the company for the year are as follows:

(Rs. In Crores)

March,08 March,07

Gross Receipts : 602.05 382.07

Profit before Interest and Depreciation 119.72 74.73

Less: Interest 15.95 3.72

Depreciation 4.05 20.00 2.18 5.89

Profit Before Tax 99.72 68.84

Less: Provision for Tax

Current 36.60 19.25

Fringe Benefit Tax 1.80 0.14

Deferred Tax -0.83 37.57 0.56 19.95

Expense/(Gain)

Profit After Tax 62.15 48.89

Prior Period

Adjustment 0.79 -

Add/Less:

Provision W Back/ Off 0.95 0.24

Surplus for the year carried to Balance Sheet 63.89 49.14

BUSINESS PROSPECTS

During the year, the Company achieved a 59.61 % percent growth in sales and a 27.12% jump in net profit, compared to the previous year.

The Company continued its strategy of expanding across the nation. During the financial year, new projects were initiated in Baddi, Amritsar, Chandigarh, Ahmedabad, Indore, Nasik, Aurangabad, Mumbai, Hyderabad, Belgaum, Goa, Coimbatore.

The Company kept up its efforts to strengthen the team and to better equip all employees to meet their career goals while sustaining the Companys momentum. The organisation structure was rationalised and new training programmes were put in place to enable multi-faceted growth.

The Company is confident that its strategy of diversified growth, coupled with the dedication and hard work of its team members will enable it to ride the ups and downs of the economy and emerge in a better position to exploit opportunities in the future.

AWARDS AND RECOGNITION

During the year our company received various awards and recognition, significant amongst which are the follows:

- Rated Top 10 Builders in India by CW Magazine, June 2007 issue in India and the Gulf.

- Builders Association of India (BAI) awards for Vascon Weikfield IT CITI Info Park, Nagar Road, Pune for the year 2007.

- Architects, Engineers and Surveyor’s Association Award (AESA) for Vascon Weikfield IT CITI Info Park and Symbiosis Campus in 2008.

- Cityscape India Award for Zircon, Off Nagar Road, Pune for the year 2007.

- Zircon Award for Zircon residential project of Vascon has won the “Artists in Concrete Awards 2007” in two categories - for “Space Planning” and for “Natural Resources Utilisation"

DIVIDEND

In view of plough back of profit for future growth of the company, we do not recommend any dividend for the year under review .

CHANGE IN CAPITAL

AUTHORISED CAPITAL

Pursuant to the resolution passed by the Members at Annual General Meeting of the company held on June 11, 2007 the Authorised Capital of the company was reclassified and increased from Rs. 70 Crores (Rupees Seventy Crores Only) divided into 5,00,00,000 (Five Crores ) equity shares of Rs. 10/- each and 20,00,000 (Twenty Lac) redeemable preference shares of Rs. 100/- to Rs. 100,00,00,000/- divided 10,00,00,000 (Ten Crores) equity shares of Rs. 10/- each.

ISSUE OF BONUS SHARES AND CHANGE IN PAID UP SHARE CAPITAL

Pursuant to the resolution passed by the Members at Annual General Meeting of the company held on June 11, 2007, Bonus shares were allotted in the ratio of one equity share for every equity share held (1:1). Due to this , the paid up capital of the company increased from Rs. 354,823,530/- to Rs. 709,647,060/-.The number of paid up equity shares of Rs. 10/- each increased from 35,482,353 to 70,964,706. On Oct 25, 2007 the company allotted 16,50,000 equity shares of Rs. 10/- each under ESOS Scheme of the company increasing the paid up capital to Rs.726,147,060/- consisting of 72,614,706 equity shares of Rs. 10/- each.

PARTICULARS REGARDING EMPLOYEES

Particulars of employees drawing remuneration exceeding Rs.24,00,000/- per annum or Rs.2,00,000/- per month, as required under Section 217 of the Companies Act, 1956 are given in the annexed statement.

SUBSIDIARY COMPANIES

The companies had 8 subsidiaries at the beginning of the year. During the year company set up/ acquired two new subsidiaries which are Greystone Premises Pvt Ltd and Vascon Pricol Infrastructures Ltd. Cosmos Premises Pvt Ltd ceased to be a subsidiary of the company due to sale of shares to Royal Orchids Hotels Ltd. Following this action, the company has 9 subsidiaries as on 31st March, 2008.

The Ministry of Company Affairs vide its letter No 47/102/2008- CL-III dt 25th March, 2008 granted approval to the company for not attaching copies of the Balance Sheet and Profit and loss Account , directors Report and Auditors Report of the subsidiary companies for the year 2007-08. However , on request by any member of the company/ statutory authority interested in obtaining them, these documents will be made available for examination , at its corporate office. As per condition no (i) of the above said letter , consolidated financial statements duly audited by the statutory auditors is enclosed with the statement of summarized financial of all the subsidiaries.

DIRECTORS

APPOINTMENT

Mr. R Kannan and Mr. Ameet Hariani were inducted as independent additional directors on the Board of the company on Sept 19, 2007. They will hold this office up to the conclusion of the ensuing Annual General Meeting of the company. The requisite notices have been received from members, pursuant to section 257 of the Companies Act, 1956 proposing their appointment. It is proposed to appoint them as directors of the company liable to retire by rotation.

RETIREMENT BY ROTATION

Mr. Amar Lulla retires by rotation and being eligible has offer himself for re-appointment. We propose to re-appoint Mr. Amar Lulla as director of the company at the ensuring Annual General Meeting.

The brief resume/details relating to directors, who are to be appointed/re-appointed has been furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

FIXED DEPOSIT

The company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding on the date of the balance sheet.

DIRECTORS’ RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA)

a) The Company has followed all applicable accounting standards in the preparation of annual accounts as recommended by statutory auditors.

b) The Directors 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 the year and of the Profit/Loss of the company for that year.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts are prepared on a going concern basis.

SOCIAL RESPONSIBILITY

Vascon is a construction company guided by mother nature and makes optimum use of the basic elements of Nature. Vascon believes man and nature should co-exist and created standards for eco-friendly homes maintaining prefect balance of nature. Our company always made substantial contribution /donations for educational facilities through various organisations and this year is not exception , it has given donation to St. Pheonix School to provide facility of laboratory for its students. This year it has gone one step ahead and formed its own trust under name "VASCON MOORTHY FOUNDATION" to assist poor people living below the poverty line in educating their children, look after their healthcare and assist to lead a normal life. Initially things are starting with various projects of the company through its labours and their children which are normally not covered under any scheme. Our company in addition to education & health has also promoted different cultural and sport activities.

AUDITOR

Anand Mehta & Associates , auditors, retire at the forthcoming Annual General Meeting and being eligible, seek reappointment. We recommend their re-appointment.

ACKNOWLEDGMENT

We thank our bankers, customers and vendors for their continued support to our companys growth. We place on record our appreciation of the contributions made by Vascon’s employees at all levels. Their competence, hard work, solidarity, cooperation and support have enabled the company to perform consistently well in a competitive environment.

Mumbai, On Behalf of the 23rd May, 2008 Board of Directors

V. Mohan

Chairman


Mar 31, 2007

The Directors have pleasure in presenting their 22nd Annual Report on the business and operations of your Company for the year ended 31st March,2007.

Financial Results

Highlights of the performance of our Company for the year are as follows

March 2007 March 2006 Rs. million Rs. million

Gross Receipts: 3,820.75 1,491.73

Profit before Interest and Depreciation 747.31 289.23

Less : Interest 37.18 29.19

Depreciation 21.76 58.94 18.90 48.09

Profit Before Tax 688.37 241.14

Less : Provision for Tax

Current 192.53 88.59

Fringe Benefit Tax 1.38 1.10

Deferred Tax Expense /(Gain) 5.57 199.48 (2.07) 87.62

488.89 153.52

Add/Less:

Excess/(Short) Provision

W Back/Off 2.44 (0.37)

Net Surplus for the year 491.33 153.15

BUSINESS PROSPECTS

Your Directors are pleased to inform you that the Company has acheived an increase of 148% in sales and 218% in net profit during the year, as compared to the previous year. This jump was largely on account of the consolidation of various businesses of the Company. It was also thanks to the dynamic fine-tuning of the Companys collaboration strategies in keeping with the changing business environment and the Companys growing expertise in various fields. These moves put us in a better position to exploit the general buoyancy in the industry. Your directors are confident of keeping up this positive trend in the years to come.

The Construction industry is undergoing tremendous changes and has entered into the fast lane of growth. Your company has also embarked upon major expansion plans across the country.

Given the Companys rich experience, the focus is now on picking up projects where there is maximum synergy and greatest value addition. On the hospitality front, your Company is set to play an important role in bringing hotels of two international chains to Pune. The first chain of service apartments under the Vascon umbrella is also set to commence operations shortly.

While your Company owes its success to the consistent hard work put in by its team, it will be a challenge to recruit and retain skilled people in the days to come. Indian talent is now in great demand across a wide job spectrum in India and other countries. The Company is gearing up to cope with this by restructuring its personnel policies and ramping up its training programmes. Given the different areas that the Company is now active in and the tremendous growth opportunities, your Directors are confident that the Vascon team will continue to work together to power the Company ahead. On the whole, the next three to four years promise to be very exciting for the Company.

DIVIDEND

The Directors recommend no dividend as the profits are to be channelised to fund the growth of the Company.

PARTICULARS REGARDING EMPLOYEES

The particulars of employees drawing remuneration exceeding Rs. 24,00,000/- per annum or Rs. 2,00,000/-per month, as required under section 217 of the Companies Act, 1956 is given in the annexed statement.

ISSUE OF EQUITY SHARES

As already reported, during the financial year, the Company has issued 53,22,353 shares of Rs.10 each at a premium of Rs. 250.13 to HDFC India Real Estate Fund (Hi-REF Property Fund)

CONVERSION TO PUBLIC COMPANY

The Company has converted itself into a public limited company with effect from 20th December, 2006.

SUBSIDIARY COMPANIES

The Company has 8 subsidiaries as on March 31, 2007. These are: Marvel Housing Pvt. Ltd., IT Citi Info Park Pvt. Ltd., Vascon Dwellings Pvt. Ltd., Floriana Properties Pvt. Ltd., Wind Flower Properties Pvt. Ltd., Rose Premises Pvt. Ltd., Calypso Premises Pvt. Ltd. and Cosmos Premises Pvt. Ltd. The particulars of these subsidiaries as required under Section 212 of the Companies Act, 1956 are enclosed. Clover Resorts Pvt. Ltd., a subsdiary of the company was merged with the company vide the order of the High Court of Judicature at Bombay dated January 19, 2007.

DIRECTORS

During the year, Mr. Amar Lulla and Mr. V Mohan were appointed as directors . Mr. Amar Lulla is a Chartered Accountant and brings with him vast experience in finance and corporate affairs. Mr. V Mohan, also a Chartered Accountant, has more than 25 years of consulting experience with V. Shankar Aiyar & Co.

Mr. N. R. Moorthy and Mr. Kannan have resigned as directors during the year and the Board places on record its appreciation of the valuable guidance and services rendered by them.

THE DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA)

To the best of our information

(a) The Company has followed all applicable accounting standards in the preparation of annual accounts as recommended by statutory auditors

(b) The Directors 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 recommended by statutory auditors.

(b) The Directors 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 the year and of the profit/loss of the Company for that year.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, your Company is not covered by the Schedule of Industries which are required to furnish the information in Form-A. Your Company has not imported any technology or other items nor carried on the business of export or import and therefore the disclosure requirements against technology absorption are not applicable.

Foreign Exchange Earnings and Outgo :

March 2007 March 2006 Rs. Rs.

Foreign Exchange Earnings - -

Foreign Exchange Expenditure 25,136,525 591,989

SOCIAL RESPONSIBILITY

Right from its inception, the Company has taken steps to preserve and enhance the natural wealth at its site and surroundings. All plans are driven by the goal to preserve existing trees and the natural lay of the land, so that projects cause minimum disturbance to the environment. Your Company was among the pioneers of environment-friendly measures like rainwater harvesting, water recycling, biogas plant etc.

The Company follows a policy of contributing to the beautification of its immediate community. In Pune, Vascon has already helped develop roads, traffic islands, etc. in Camp, Kalyaninagar and Yerwada areas. The Company is in the process of identifying the right social welfare organisations to work with in locations outside Pune.

Your Company has made substantial contributions to various charitable trusts for the care of poor patients. In addition to maintaining crèches at sites, your Company has invested in the medical care and education of the children. Vascon has also sponsored the formal education of needy children, through recognised organisations. This is in addition to scholarships offered to needy students selected from the College of Engineering, Pune.

Vascon has also promoted different cultural and sports activities.

AUDITORS

M/s. Kulin Mehta & Co., auditors, so far a proprietary firm,has now been converted into a partnership firm under the name and style of Anand Mehta & Associates. The auditors retire at the forthcoming Annual General Meeting and being eligible, seek re- appointment. The Directors recommend their re-appointment.

ACKNOWLEDGEMENT

The Directors thank the bankers, customers and vendors for their continued support to your Companys growth. Your Directors place on records their appreciation of the contribution made by Vascons employees at all levels. Their competence, hard work, solidarity, cooperation and support have enabled the company to perform consistently well in a competitive environment.

For and on Behalf of theBoard, Amar Lulla, Chairman

Mumbai, May 9, 2007

Get Instant News Updates
Enable
x
Notification Settings X
Time Settings
Done
Clear Notification X
Do you want to clear all the notifications from your inbox?
Settings X