Vardhman Concrete Ltd
Directors Reports
Dear Members,
The Board of Directors hereby presents the report of the business and operations of
your Company, along with the audited financial statements, for the financial year ended
March 31, 2023. In line with the requirements of the Companies Act, 2013 and the rules
framed thereunder, this report covers the financial results and other developments during
the Financial Year 1st April 2022 to 31st March 2023.
1. Summary of operation/results:
The financial results of the Company for the year ended March 31, 2023 as compared to
that of previous year are summarized as under:
(Amount in Thousands)
Particulars |
For the year ended March 31, 2023 |
For the year ended March 31, 2022 |
Total Income |
295.77 |
361.29 |
(less) Expenses |
4452.51 |
4064.55 |
Profit/ (Loss) Before Income Tax |
-4156.74 |
-3703.26 |
(less) Taxes |
-110.97 |
-109.28 |
Net Profit/ (Loss) after tax |
-4045.76 |
-3593.98 |
2. Company's Affairs
During the financial year ended March 31, 2023, the Company has incurred loss of Rs
40.46 Lacs as against the total income of Rs. 2.96 Lacs and net loss of Rs 35.94 Lacs
incurred during the previous financial year ended March 31, 2022.
3. Transfer to General Reserves
During the year, no amount has been transferred to general reserves.
4. Dividend
Your Board does not recommend any dividend for the financial year ended March 31, 2023.
5. Transfer of Unclaimed / Unpaid Amount
The Company was not required to transfer the amount of any unclaimed/unpaid dividend to
Investor Education Protection Fund in accordance of the provisions of Section 125(2) of
the Companies Act, 2013.
6. Change in the Nature of Business
There are no changes in the nature of business during the Financial Year ended March
31, 2023 and till the date of issue of this report.
7. Deposits
The Company has not accepted any deposits during the financial year as defined Section
73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014;
hence there is no default of re-payment, and any unpaid / unclaimed deposits, as on March
31, 2023.
8. Internal Financial Control (IFC)
Your Company's internal control system (including Internal Financial Controls with
reference to financial statements) ensures efficiency, reliability and completeness of
accounting records and timely preparations of reliable financial and management
information, compliance with all applicable laws and regulations, optimum utilization and
the protection of the Company's assets.
9. Significant and Material Orders passed by the Regulators or Courts or Tribunals
There are no significant material orders passed by the Regulators/ Courts/Tribunals
which would impact the going concern status of the Company and its future operations.
However, there are certain legal disputes and claims which are under arbitration
proceedings before judiciary authorities. The outcome of these proceedings against the
Company may have significant impact on the loss for the quarter and net worth of the
Company as on March 31, 2023, the amount whereof is not presently ascertainable.
10. Subsidiary, Associate and Joint Ventures Companies
The Company does not have any subsidiary as per Clause 2(87) or associate as per Clause
2(6) of the Companies Act, 2013. The Company has entered into Joint Venture named
"Divinity" and "DKS(JV)" for construction of Low cost housing and
related infrastructure.
11. Performance and Financial Position of Subsidiary, Associate and Joint Venture
Companies
The Company has no subsidiary. The Company had entered into a Joint Venture named
"Divinity" and "DKS(JV)" for construction of low cost housing and
related infrastructure work. The accounts of the "Divinity" and
"DKS(JV)" do not form part of the financial statement of the Company as the same
have not been finalized till date.
12. Share Capital
During the year under review there was no change in the share capital of the Company.
A) Issue of Equity Shares with Differential Rights: The Company has not issued
any equity shares with differential rights during the Financial Year ended on March 31,
2023.
B) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity
Shares during the Financial Year ended on March 31, 2023.
C) Issue of Employee Stock Options: The Company has not issued any Employee
Stock Options during the Financial Year ended on March 31, 2023.
13. Statutory Auditors
In accordance with the provisions of Section 139 of the Companies Act, 2013 read with
the Companies (Audit and Auditors) Rules, 2014, M/s. G. P. Sharma & Co LLP, Chartered
Accountants (Firm Registration No. 109957W) were appointed as the Statutory Auditors of
the Company for a period of 5 years, to hold office from the conclusion of 36th
AGM till the conclusion of 41st AGM to be held in the year 2024.
14. Auditor's Report
Disclaimer |
Opinion/ Clarification |
We draw attention to note no. 25 of the attached financial statement regarding the
financial statements of the Company having been prepared on a going concern basis which
contemplates the realization of assets and satisfaction of liabilities in the normal
course of business. The Company has been continuously incurring losses since last several
years and its net-worth stands substantially eroded. These conditions indicate the
existence of uncertainty that may cast doubt about the Company's ability to continue as a
going concern |
The Company has received large order in hand hence its ability to continue,
inter-alia, is dependent on the generation of cash flow, profits from their execution and
on the Company's ability to infuse requisite funds for meeting its obligations. |
We draw your attention to Note No 27 and 28 Overdue Trade Receivables of Rs. 362.80
Lakhs and Advances and Deposits (included in the current assets) of Rs. 222.96 Lakhs which
in our opinion is doubtful for recovery and appropriate provision should be made. However,
as explained by the Management, the Company is making concerted efforts to recover the
same and is confident of recovery in due course. Hence no provision is considered
necessary at present. Further aforesaid balances are subject to
confirmation/reconciliations and subsequent to adjustments, if any. As explained by the
Management that there would not be any impact on loss for the year ended March 31, 2023
after such reconciliation. b. There are certain legal disputes and claims which are under
arbitration proceedings before judiciary authorities. The outcome of these proceedings
against the Company may have significant impact on the loss for the quarter and net worth
of the Company as on March 31, 2023, the amount whereof is not presently ascertainable. |
There are certain legal disputes and claims which are under arbitration proceedings
before judiciary authorities. The outcome of these proceedings against the Company may
have significant impact on the loss for the quarter and net worth of the Company as on
March 31, 2023, the amount whereof is not presently ascertainable. |
We draw attention to Note no. 29, Financials of Joint Venture M/s. Divinity for the
Financial year 2023 are not available and accordingly the management has taken the balance
sheet as on March 2018. |
The Financials of Joint Venture M/s. Divinity are prepared by JV partners and the
same not been received by Company. |
15. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules made
thereunder the Board has appointed M/s- Priti J Sheth &
Associates, Practicing Company Secretaries as Secretarial Auditor of the Company to
undertake the Secretarial Audit of the Company for the financial year ended March 31,
2023.
16. Secretarial Audit Report
The Secretarial Audit Report for the financial year ended March 31, 2023 is included as
"Annexure A" and forms an integral part of this report.
17. Directors Comment on qualification or observation
Our Secretarial auditors have qualified their report for the following Non- Compliances
and the Opinion/clarification on the said non-compliances are as follows:-
Remarks |
Opinion/Clarifications |
The Company has not appointed an internal auditor required to be appointed by the
company pursuant to Section 138 of the Companies Act, 2013 and Companies (Accounts) Rules,
2014; |
Due to low business operations, the Company has not appointed an internal auditor;
however, considering the business environment, the management is in the process to appoint
one. |
The Company has not prepared consolidated financial statements of the Company and its
joint venture 'Divinity' for the year ended 31st March, 2023 and has not
attached along with its financial statement, a separate statement in Form AOC - 1
containing the salient features of the financial statements of 'Divinity' pursuant to
Section 129(3), of the Companies Act, 2013 read with Companies (Accounts) Rules, 2013; |
The Financials of Joint Venture M/s. Divinity are prepared by JV partners and the same
has not been received by Company. Hence, the Company was not able to report the figures in
AOC 1 and prepare the consolidated financials. |
Some Shares are held by the promoters in Physical Form. |
The Company has intimidated the promoters to convert the said shares into DEMAT which
are presently held by the promoter in physical form. |
Other remarks are self-explanatory and do not require any further clarifications.
18. Board of Directors and Key Managerial Personnel
The Composition of Board of Directors of the Company as on March 31, 2023 is as
follows:
Sr. No. |
Name of Director/KMP |
DIN |
Category |
1. |
Vishal Vardhan |
03043125 |
Promoter, Managing Director |
2. |
Ramesh Vardhan |
00207488 |
Promoter, Non-Executive Director |
3. |
Rajesh Vardhan |
00199986 |
Promoter, Non Executive Director |
4. |
Shailesh Jogani |
06644699 |
Independent Non-Executive Director |
5. |
Saroj Rathod |
09718657 |
Independent Non-Executive Director |
6. |
Trishala Kanungo |
BUXPK1724K |
Chief Financial Officer |
7. |
Krati Patel |
FBUPP8348Q |
Company Secretary and Compliance Officer |
During the financial year ended 31st March, 2023 following changes took
place in the composition of the Board:
a. Appointments:
Ms. Saroj Rathod was appointed as an Additional Non-Executive Independent Director by
the Board of Directors on the recommendation of the Nomination and Remuneration Committee
under Section 161 of the Companies Act, 2013 w.e.f, 27th August, 2022 for a
term of 5 consecutive years up to 27th August, 2027.
CS Krati Patel was appointed as the Company Secretary and the Compliance Officer of the
Company u/s 203 of the Companies Act, 2013 w.e.f, 1st July, 2022.
b. Retirement by rotation:
Pursuant to provisions of Companies Act, 2013, Mr. Rajesh Vardhan (DIN: 00199986)
retires by rotation at the ensuing AGM of the Company and being eligible seeks
re-appointment.
19. Declaration by Independent Director
The Company has received necessary declarations from each independent director under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015.
In the opinion of the Board, the Independent Directors appointed during the year
possess appropriate balance of skills, experience and knowledge that enable the Board to
discharge its functions and duties effectively.
20. Familiarization programme for independent Directors
All independent directors appointed on the Board attended a familiarization programme.
After appointment a formal letter is issued to the independent directors outlining
his/her roles, functions, duties and responsibilities.
21. Performance Evaluation of the Board/Committees and Independent Directors
The Board of Directors have evaluated the overall performance of the Board as a whole
and also of each director individually including the Independent Director and found the
same to be satisfactory.
The performance evaluation of the Independent Directors was completed. The performance
evaluation of the Non-Independent Directors was carried out by the Independent Directors.
The Board of Directors expressed their satisfaction with the evaluation process.
The performance of the committees was evaluated by the Board after seeking inputs from
the Committee members on the basis of the criteria such as composition of Committees,
effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the
individual director to the board and committee meetings.
22. Independent Director's Meeting
During the year under review, the Independent Directors met once on 10th
November, 2022 inter alia, to discuss:
Evaluation of performance of Non-Independent Directors and the Board of Directors as a
whole taking into account the views of Executive and Non-Executive Directors; Performance
evaluation of independent directors was done by the entire Board, excluding the
independent director being evaluated;
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.
23. Extract of Annual Return
The Annual Return of the Company for the financial year ended March 31, 2023 will be
available on the website of the Company i.e. www.vardhmanconcreteltd.com once submitted to
ROC.
24. Corporate Social Responsibility
The provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate
Social Responsibility Policy) Rules, 2014 in respect of Corporate Social Responsibility
are not applicable to the Company.
25. Board Meetings
During the Financial Year 2022-23; the Board of Directors duly met six times on 4th
May 2022, 12th May, 2022, 29th June 2022, 04th August,
2022 ,27th August 2022, 10th November 2022 and 25th
January, 2023.
The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.
26. Committees of the Board
Currently, the Board has three committees the Audit Committee, the Nomination and
Remuneration Committee, and the Stakeholders' Relationship Committee.
The details of the committees of the Board as on 31st March, 2023 are as
follows:
a) Audit Committee
The Audit Committee of Directors is constituted as per the provisions of Section 177 of
the Companies Act, 2013. The Composition of Audit Committee is as follows.
Sr. No. |
Name of Director |
DIN |
Category |
1. |
Ms. Saroj Rathod |
09718657 |
Independent Non-Executive Director |
2. |
Mr. Shailesh Jogani (Chairman) |
06644699 |
Independent Non-Executive Director |
3. |
Mr. Rajesh Vardhan |
00199986 |
Promoter, Non-Executive Director |
Audit Committee duly met 4 times during the financial year ended March 31, 2023 on 12th
May 2022, 04th August 2022, 10th November 2022 and 25th
January 2023.
b) Nomination & Remuneration Committee
The Nomination & Remuneration Committee of Directors is constituted in accordance
with the requirements of Section 178 of the Companies Act, 2013. The Composition of
Nomination and Remuneration Committee is as follows:
Sr. No. |
Name of Director |
DIN |
Category |
1. |
Ms. Saroj Rathod |
09718657 |
Independent Non-Executive Director |
2. |
Mr. Shailesh Jogani (Chairman) |
06644699 |
Independent Non-Executive Director |
3. |
Mr. Rajesh Vardhan |
00199986 |
Promoter, Non-Executive Director |
Nomination & Remuneration Committee met once during the financial year ended March
31, 2022 on 1st July, 2022 and 27th August, 2022.
c) Stakeholders Relationship Committee
Pursuant to Section 178 of the Companies Act, 2013, the Board of Directors has
constituted the Stakeholders Relationship Committee. The Composition of Stakeholders
Relationship Committee is as follows:
Sr. No. |
Name of Director |
DIN |
Category |
1 |
Ms. Saroj Rathod |
09718657 |
Independent Non-Executive Director |
2 |
Mr. Ramesh Vardhan |
00207488 |
Promoter, Non-Executive Director |
3 |
Mr. Rajesh Vardhan |
00199986 |
Promoter, Non-Executive Director |
Stakeholders Relationship Committee met once during the financial year ended March 31,
2023 on 12th September 2022.
27. Particulars of transaction between the Company and the Non-Executive Directors
During the year under review the Company has not entered into any Transaction with its
NonExecutive Directors.
28. Particulars of Loans, Guarantees and Investments
The Company has not given any loans, provided any guarantees/ Security or made any
investment during the financial year ended on March 31, 2023.
29. Related Party Transactions
The Company has not entered into any transactions with related parties falling under
the purview of section 188 of the Companies Act 2013 and Rules made there under.
30. Particulars of remuneration to directors, key managerial persons and employees
During the year under review, there were no employees who were in receipt of the
remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and
Remuneration) Rules, 2014 and therefore no disclosures need to be made under the said
section.
There is only one employee i.e. Company Secretary and the details of Company Secretary
in terms of remuneration drawn pursuant to rule 5(1) of Companies (Appointment and
Remuneration) Rules, 2014 is enclosed as "Annexure B" to the Board's Report.
31. Conversion of Energy, Technology Absorption, foreign exchange earnings and outgo
The information relating to conservation of energy and technology absorption foreign
exchange earnings and outgo by the Company is annexed to the report as "Annexure
C".
32. Material changes and commitments
There are no material Changes and Commitments affecting the Financial Position of the
Company from 01st April, 2023 till the date of issue of this report.
33. Policy on Director's appointment and remuneration
The current policy of the Company is to have an optimum combination of both executive
and independent directors to maintain the independence of the Board, and separate its
functions of governance and management.
The policy of the Company on director's appointment and remuneration, including
criteria for determining qualifications, independence of director and other matters, as
required under Section 178(3) of the Companies Act, 2013 is available on our website
(www.vardhmanconcreteltd.com). There has been no change in the policy since the last
financial year.
34. Risk Management Policy
The Board of Directors in consultation with the Audit Committee has framed a policy for
management and mitigation of risk faced by them in its day to day operations, further the
Board of Directors and the Senior Management of the Company have been entrusted with the
responsibility of identification, development and implementation of the same across the
organization.
35. Vigil Mechanism/ Whistle Blower Policy
The Company has a vigil mechanism/whistle blower policy to provide for adequate
safeguard against victimization of person who use such mechanism and make provision for
direct access to the chairperson of audit committee.
36. Corporate Governance
Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), Regulations,
2015, provide threshold for applicability of corporate governance rules. Your company does
not exceed such threshold. Hence, provision of corporate governance is not applicable to
your company.
37. Management Discussion and Analysis
The Management Discussion and Analysis report as per the SEBI (Listing Obligations and
Disclosures) Regulations, 2015 forms integral part of this Annual Report.
38. Maintenance of Cost Records
Maintenance of cost records as specified by the Central Government under sub-section
(1) of section 148 of the Companies Act, 2013, is not applicable to the Company.
39. Fraud Reported by Auditors
During the year under review, there have been no instances of fraud, which required the
Statutory Auditors to report to the Audit Committee and / or Board or Central Government
under Section 143(12) of Act and Rules framed thereunder.
40. Directors' Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013 in relation to financial
statements for the year ended 31st March 2023, the Board of Directors state
that:
a. In the preparation of the Annual Accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b. The Directors had selected such Accounting Policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit and loss of the Company for that period;
c. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. The Directors had prepared the Annual Accounts on a going concern basis.
e. The Directors had laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and were operating effectively.
The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
41. Prevention of Sexual Harassment of Women at workplace
In order to prevent sexual harassment of women at workplace your company has adopted a
policy for prevention of Sexual harassment of women at workplace. During the year under
review, the Company has not received any complaints in this regard.
42. Internal Complaints Committee
Your Company was not required to constitute the Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
[14 of 2013].
43. Details Of Application Made Or Any Proceeding Pending Under The Insolvency And
Bankruptcy Code, 2016 During The Year Along With Their Status As At End Of The Financial
Year
During the Financial Year 2022-23, there was no application made and proceeding
initiated/pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or
Operational Creditors against your Company.
As on the date of this report, there is no application or proceeding pending against
your company under the Insolvency and Bankruptcy Code, 2016.
44. Details Of Difference Between Amount Of The Valuation Done At The Time Of One Time
Settlement And The Valuation Done While Taking Loan From The Banks Or Financial
Institutions Along With The Reasons Thereof
As Company has not availed any loan from a bank or financial institution, these
disclosures are not applicable to the Company.
45. Agreements binding Listed entities
Agreement binding on listed entity is placed on the website of the Company ie.
https://www.vardhmanconcreteltd.com.
46. Acknowledgements
Your Directors wish to place on record their sense of appreciation for the excellent
support received from the government authorities, bankers and consultants in the working
of the Company.
|
By Order of the Board Sd/- |
Sd/- |
|
Vishal Vardhan |
Rajesh Vardhan |
Date: 14th August, 2023 |
Managing Director |
Director |
Place: Mumbai |
DIN: 03043125 |
DIN: 00199986 |