Ozone World Director Discussions


To

The Members

Vasudhagama Enterprises Limited

Your Directors have pleasure in submitting herewith the 34th Annual Report of the Company with the audited Statements of accounts for the year ended 31st March, 2023.

1. FINANCIAL RESULTS

The summary of the Companys Financial performance for the Financial Year 2022-2023 as compared to the previous Financial Year 2021-2022 is given below:

Amount in Lakhs
Particulars 2022-2023 2021 2022
Total Income 0.02 33.94
Less: Expenses 7.37 25.24
Net Profit before Finance Cost, Depreciation & Tax (7.34) 8.70
Less: Finance Costs 0.00 0.00
Depreciation & Amortization Expenses
Net Profit before Tax (7.34) 8.70
Less: Tax Expenses 0.00 13.69
Profit available for Appropriation (7.34) (4.99)

2. OPERATION/STATE OF THE COMPANYSAFFAIR

The Company is engaged in the business of trading of commodities / goods and in real estate business. The Company at appropriate time would decide to directly engage in the business of real estate and infrastructure.

The revenue from operations of the Company was Rs. 0.02 Lakhs compared to Rs. 33.94 Lakhs of previous Financial year. The net profit after tax was Rs. (7.34) during the financial year 2022-2023 compared to profit of Rs. (4.99) of previous Financial year.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company during the financial year ended on31 st March, 2023.

4. TRANSFER TO RESERVES & DIVIDEND

The Board of Directors do not propose to carry any amount to any reserves. Further in view of inadequate profit, your Directors do not recommend any dividend for the year ended on 31st March, 2023.

5. CAPITAL STRUCTURE 2

During the year under review, pursuant to Members Approval on 1 th August, 2022, company increasedits Authorized Share Capital from Rs. 5,00,00,000 (Rupees Five Crore only) divided into 50,00,000 (FiftyLakhs) Equity Shares of Rs. 10/- each to Rs. 25,00,00,000 (Rupees Twenty Five Crore Only) divided into

2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of Rs. 10/- each and subsequently, the Memorandum of Association of the Company amended.

As on March 31, 2023 the Authorised and Paid up Share Capital of the Company is Rs. 25,00,00,000 (Rupees Twenty Five Crore Only) and Rs. 3,69,91,140/- (Rupees Three Crores Sixty Nine Lakhs Ninety One Thousand One Hundred and Forty Only).

6. CHANGE IN THE NAME OF THE COMPANY

During the year under the review, pursuant to the members approval in their meeting held on 12th August, 2022, Company has changed its Name from Ozone World Limited to Vasudhagama Enterprises Limited and subsequently, the Memorandum of Association and Article of Association of the Company amended.

7. SHIFTING OF REGISTERED OFFICE OF THE COMPANY

During the year under review, Board of Directors in their meeting held on 28th October, 2022 approved shifting of its Registered office from 501/1, Parshwa, Opp. Rajpath Club S. G. Highway, Bodakdev Ahmedabad, Gujarat 380054 to G-04, Newyork Corner Building Behind Kiran Motors, SG Highway, Bodakdev, Ahmedabad -380054 (GJ).

8. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR

After the end of the financial year as on 31st March 2023 and the date of the Boards report, there were no material changes and commitments, which have any effect on the Financial position of the Company.

9. EXTRACT OF THE ANNUAL RETURN

As per the provisions of section 92(3) read with section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2023 in the prescribed Form No. MGT-7 is available on the website of the Company and the weblink of the same is https://vasudhagama.com/index.php/investor-relation/

10. LISTING OF SHARES

Shares of the Company are listed on the BSE Limited, Mumbai, which provide the wider access to the investors national wide.

11. LISTING FEES

The Company has paid the listing fees as mandated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to Stock Exchange for the F.Y. 2022-2023.

12. NUMBER OF MEETINGS OF THE BOARD

During the Financial year, 8 (Eight) meetings of the Board of Directors of the Company were held on 23rd May, 2022, 30th May 2022, 29th June 2022, 18th July 2022, 28th October 2022, 14th November 2022, 28th December 2022 and 13th February 2023. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Number of Meetings attended by each Director during Financial year 2022-2023:

Name of Director No. of Meeting held during the year No. of Meetings attended
*Mr. Jayeshkumar Patel 8 1
*Mrs. Rinaben Deepak Patel 8 1
*Mr. Dilipkumar Patel 8 3
*Mr. Suresh Patel 8 3
#Mr. Hiten Manilal Shah 8 8
#Ms. Sejal Sanjiv Shah 8 8
#Mr. Aniket Kishor Mahale 8 6
#Mr. Rajendra Waman Banote 8 6
#Mr. Nagesh Shrirang Suradkar 8 2

Note:- *Mr. Jayeshkumar patel, Mrs Rinaben Deepak Patel , Mr. Dilipkumar Patel and Mr. Suresh Patel resigned w.e.f. 23.05.2022, 23.05.2022, 18.07.2022 and 18.07.2022 respectively.

# Mr. Hiten Manilal Shah, Mrs. Sejal Sanjiv Shah, Mr. Aniket Kishor Mahale, Mr. Rajendra Waman Banote and Mr. Nagesh Shirang Suradkar appointed w.e.f. 23.05.2022, 23.05.2022, 29.06.2022, 29.06.2022 and 15.11.2022 respectively.

13. COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and the Rules framed thereunder and the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") (to the extent applicable), the Company has constituted the following Committees:

(A) Audit Committee

The terms of reference in the nature of role, power and review of information by the Audit Committee are in compliance with the provisions of Regulation 18 of the Listing Regulations and Section 177 of the Companies Act, 2013. The Audit Committee comprises of three members:

*Mr. Dilipkumar Patel Chairman
*Mr. Suresh Patel Member
*Mr. Jayeshkumar Patel Member
#Mr. Rajendra Waman Banote Chairman
#Mr. Nagesh Shrirang Suradkar Member
#Mr. Hiten Manilal Shah Member

Note:- *Mr. Jayeshkumar patel, Mr. Dilipkumar Patel and Mr. Suresh Patel resigned w.e.f. 23.05.2022, 18.07.2022 and 18.07.2022 respectively.

# Mr. Hiten Manilal Shah, Mr. Rajendra Waman Banote and Mr. Nagesh Shirang Suradkar appointed w.e.f. 23.05.2022, 29.06.2022 and 15.11.2022 respectively.

During the Financial year 2022-2023, four meetings of the Audit Committee were held on 30th May 2022, 18th July 2022, 14th November 2022 and 13th February 2023.

Number of Audit Committee Meetings attended by each Director during Financial year 2022-2023:

Name of Director No. of Meeting held during the year No. of Meetings attended
*Mr. Jayeshkumar Patel 4 0
*Mr. Dilipkumar Patel 4 2
*Mr. Suresh Patel 4 2
#Mr. Hiten Manilal Shah 4 4
#Mr. Rajendra Waman Banote 4 3
#Mr. Nagesh Shrirang Suradkar 4 1

(B) Stakeholders Relationship Committee

The Stakeholders Relationship Committee is in compliance with Regulation 20 of the Listing Regulations and Section 178 of the Companies Act, 2013.

The Stakeholders Relationship Committee comprises of following members:

*Mr. Suresh Patel Chairman
*Mr. Dilipkumar Patel Member
*Mr. Jayeshkumar Patel Member
#Mr. Rajendra Waman Banote Chairman
#Mr. Nagesh Shrirang Suradkar Member
#Mr. Hiten Manilal Shah Member

Note:- *Mr. Jayeshkumar patel, Mr. Dilipkumar Patel and Mr. Suresh Patel resigned w.e.f. 23.05.2022, 18.07.2022 and 18.07.2022 respectively.

# Mr. Hiten Manilal Shah, Mr. Rajendra Waman Banote and Mr. Nagesh Shirang Suradkar appointed w.e.f. 23.05.2022, 29.06.2022 and 15.11.2022 respectively.

The role of the Committee is to consider and resolve the grievances of the security holders of the Company, including complaints relating to transfer and transmission of securities, non-receipt of dividends, and such other grievances as may be raised by the security holders from time to time.

During the Financial year 2022-2023, the Company has received 4(four) complaint from the shareholders.

During the Financial year 2022-2023, two meetings of the Stakeholders Relationship Committee were held on 29th June 2022 and 14th November 2022.

Number of Stakeholders Relationship Committee Meetings attended by each Director during Financial year

2022-2023:

Name of Director No. of Meeting held during the year No. of Meetings attended
*Mr. Jayeshkumar Patel 2 0
*Mr. Dilipkumar Patel 2 1
*Mr. Suresh Patel 2 1
#Mr. Hiten Manilal Shah 2 2
#Mr. Rajendra Waman Banote 2 2
#Mr. Nagesh Shrirang Suradkar 2 0

(C) Nomination and Remuneration Committee

The Nomination and Remuneration Committee is in compliance with Regulation 19 of the Listing Regulations and Section 178 of the Companies Act, 2013.

The Nomination and Remuneration Committee comprises of following Members:

*Mr. Dilipkumar Patel Chairman
*Mr. Suresh Patel Member
*Mrs. Rinaben Deepak Patel Member
#Mr. Rajendra Waman Banote Chairman
#Mr. Nagesh Shrirang Suradkar Member
#Mr. Aniket Kishor Mahale Member

Note:- *Mr. Dilipkumar Patel, Mr. Suresh Patel and Mrs. Rinaben Deepak Patel resigned w.e.f. 18.07.2022, 18.07.2022 and 23.05.2022 respectively.

# Mr. Rajendra Waman Banote, Mr. Nagesh Shirang Suradkar and Mr. Aniket Kishor Mahale appointed w.e.f. 29.06.2022, 15.11.2022 and 29.06.2022 respectively.

During the Financial year 2022-2023, four (4) meeting of the Nomination and Remuneration Committee was held on 23rd May 2022, 29th June, 2022, 18th July, 2022 and 15th November, 2022.

Number of Nomination and Remuneration Committee Meetings attended by each Director during Financial year 2022-2023:

Name of Director No. of Meeting held during the year No. of Meetings attended
*Mr. Jayeshkumar Patel 4 0
*Mr. Dilipkumar Patel 4 2
*Mr. Suresh Patel 4 2
#Mr. Hiten Manilal Shah 4 4
#Mr. Rajendra Waman Banote 4 3
#Mr. Nagesh Shrirang Suradkar 4 1

14. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along-with proper explanation relating to material departures, if any;

(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 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 the Companies Act, 2013 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 control to be followed by the Company andthat such internal Financial controls are adequate and were operating effectively; and

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

15. AUDITORS & AUDITORS REPORT

M/s Dharit Mehta & Co., Chartered Accountants, Ahmedabad (Firm Registration No.137728W) was appointed as Auditors at the 31st Annual General Meeting for a term of five years from the conclusion of the 31st Annual General Meeting till the conclusion of the 36th Annual General Meeting.

There are no qualifications or reservation or adverse remark or disclaimer in the Auditors Report for the year 2022-2023 and hence does not require any further clarification / comments.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE

COMPANIES ACT, 2013

Particulars of investments made and loans given covered under the section 186 of the Companies Act, 2013, has been provided in Note No. 1.04 of the notes to the Financial Statement which form part of this Annual Report. The company has not given any guarantee during the Financial year.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERREDTO

IN SUB-SECTION OF SECTION 188 OF THE COMPANIES ACT, 2013

The Company has pursuant to the approval of Audit Committee, the Board of Directors and shareholders of the Company, entered into related party transactions. The said transactions entered by the company with Related Parties were, at arms length basis.

The detail of contracts or arrangements with related parties for the Financial year ended on 31st March, 2023 is given in Note No. 4 of the Financial Statements of the Company.

18. DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMPS)

The Board is properly constituted as per the provisions of the Companies Act, 2013. The Board atpresent comprises of:

Sr. No. Name of Director/KMPs Designation Date of Appointment
1. Mr. Hiten Manilal Shah Managing Director 23/05/2022
2. Mr. Aniket Kishor Mahale Non Executive Non - Independent Director 23/06/2022
3. Mrs. Sejal Sanjiv Shah Executive Director 23/05/2022
4. Mr. Rajendra Waman Banote Non Executive Independent Director 29/06/2022
5. Mr. Nagesh ShrirangSuradkar Non Executive Independent Director 15/11/2022
6. Mr. Mohammed Suhail Abdullah Khan Chief Financial Officer 28/10/2022
7. Ms. Pavitra Jhanjhari Company Secretary and Compliance Officer 01/06/2022
8. Mr. Vikas Babu Pawar* Additional Director 05/07/2023

*Appointment of Vikas babu Pawar as a Director of the Company after the Closure of Financial Year 2022-2023.

i. Changes in composition of in Board of Directors

1. Rinaben Deepak Patel(Non - Executive Director) cessation from the office of the Company w.e.f 23/05/2022.

2. Mr. Suresh Mohanlal Patel(Independent Director) cessation from the office of the Company w.e.f 18/07/2022.

3. Mr. Dilip kumar Girdherlal Patel (Independent Director) cessation from the office ofthe Company w.e.f 18/07/2022.

4. Ms. Sejal Sanjiv Shah (Executive Director) appointed w.e.f. 23/05/2023.

5. Mr. Aniket Kishor Mahale (Non Executive Non - IndependentDirector) appointed w.e.f. 23/06/2022.

6. Mr. Rajendra Waman Banote (Independent Director) appointed w.e.f. 29/06/2022.

ii. Changes of Key Managerial Personnel

1. Mr. Jayeshkumar Patel(Managing Director) cessation from the office of the Companyw.e.f 23/05/2022.

2. Ms. Suhani Simlote resigned from the post of Company Secretary with effect from 23/05/2022.

3. Mr. Nilesh R. Joshi resigned from the post of Chief Executive Officer w.e.f18/10/2022.

4. Mr. Hiten Manilal Shah (Managing Director) appointed 23/05/2022.

5. Ms. Pavitra Jhanjhari appointed as Company Secretary and Compliance Officer w.e.f. 01/06/2022.

6. Mr. Mohammed Suhail Abdullah Khan appointed as a Chief Financial Officer w.e.f. 28/10/2022.

iii. Profile of Directors seeking appointment/re-appointment

As required under the provision of listing regulations and Secretarial Standard-2, the profile of directors seeking appointment / re-appointment at the ensuing Annual General Meeting is annexed to the notice convening 34th Annual General Meeting.

iv. Independent Directors

The Independent Directors have submitted their declarations of independence, as required pursuant to the provisions of section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in section 149(6) of the Act. The meeting of the Independent Directors as per Schedule IV of the Companies Act, 2013 was held on 27th March 2023. All the independent directors were present at the said meeting.

v. Annual Evaluation of Boards Performance

In terms of the provisions of Section 134(3)(p) the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board of Directors has carried out the annual performance evaluation of itself, the Directors individually aswell as the evaluation of its committees.

The Board has evaluated the composition of the Board, its committees, experience and expertise, performance of duties and obligations, governance issues etc. Performance of individual Directors and Chairman was also carried out in terms of adherence to code of conduct, participation in board meetings, implementing corporate governance practices etc. The Directors expressed their satisfaction with the evaluation process.

vi. Nomination and Remuneration Policy

The Board of Directors of the Company has, on recommendation of the Nomination and Remuneration Committee, framed and adopted a policy for selection and appointment of Directors and Key Managerial Personnel and their remuneration. The terms of reference and other matters related to Nomination and Remuneration Policy are as per the provisions of Section 178 of the Companies Act, 2013.

19. Secretarial Audit Report

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Brajesh Gupta & Co., Practicing Company Secretary to undertake the secretarial audit for the financial year ended on 31st March, 2023. The Secretarial Audit Report is attached herewith as "Annexure I".

There are no qualifications or reservation or adverse remark or disclaimer in the Secretarial Auditors Report for the year 2022-2023 and hence does not require any clarification / comments.

20. Fixed Deposit

During the financial year 2022-23, the Company has not accepted any deposit within the meaning of section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

21. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings andOutgo:

In view of the nature of the business activities of the Company related to trading of commodities and real estate, the information required under the provisions of section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014 with respect to conservation of energy and technology absorptions is not applicable. There was no foreign exchange earnings and outgo during the financial year.

22. Risk Management

The Board of Directors of the Company has adopted a Risk Management Policy to identify the key risk and develop action plans to mitigate those risks, to assess the risks on periodical basis including effective control and management reporting system etc.

In the opinion of the Board, as on date, there are no elements of risk, which may threaten the existence of the Company.

23. Whistle Blower Policy / Vigil Mechanism

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated Whistle Blower Policy/Vigil Mechanism policy in compliance with the provision of Section 177(10) of the Companies Act, 2013. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

The Policy provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The Board of Directors affirm and confirm that no employee of the Company has been denied access to the Committee.

Details of the Vigil Mechanism are available on the Companys website https://vasudhagama.com/index.php/investor-relation/

24. Significant and Material Orders passed by Regulators

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operation in future.

25. Adequacy of Internal Financial Controls

The Company has put in place adequate internal financial controls with reference to the financial statements. During the financial year, such internal financial controls were operating effectively and it is commensurate with the size of the Company and the nature of business of the Company.

26. Particulars of Employees

The information required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 in respect of the employees are given in "Annexure- III".

27. Corporate Governance

Pursuant to Regulation 15 of the Listing Regulations, the compliance with the corporate governance provisions is not applicable to companies having paid up equity share capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year.

As the paid up share capital and net worth of the Company is below the threshold limit as mentioned above, the Report on Corporate Governance as on 31st March, 2023 is not applicable to the Company.

28. Management Discussion And Analysis Report

Pursuant to the Listing Regulations, the Management Discussion and Analysis Report forms part of this Annual Report in Annexure - V

29. Details Of Application Made Or Proceeding Pending Under Insolvency And Bankruptcy Code 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

30. Details Of Difference Between Valuation Amount On One Time Settlement And Valuation While Availing Loan From Banks And Financial Institutions

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

31. Other Disclosures

(a) The provisions related to Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy)Rules, 2014 is not applicable to the Company.

(b) The Company does not have any subsidiary, joint venture or associate company during the financial year and no company have become or ceased to be subsidiary, joint venture or associate company during the financial year.

(c) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

(d) The Company has not issued sweat equity shares to its directors or employees.

(e) The Company does not have any Employees Stock Option Scheme for its Employees/Directors. (f) The Auditors has not reported any frauds under sub-section (12) of Section 143 of the Companies Act, 2013.

(g) 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 theCompany.

(h) The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the financial year, the Company has not received any complaints under the said Act.

(i) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

(j) The Company has not availed any loan from the Banks or Financial Institutions and therefore, the details of difference between the 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 is not applicable.

32. Acknowledgement

The Board wishes to express its deep appreciation to all the staff members, banks, shareholders, suppliers, customers, auditors and government authorities for their support and co-operation.

For and On Behalf of Board of Directors
sd/- sd/-
Hiten Manilal Shah Sejal Sanjiv Shah
Managing Director Executive Director
(DIN 09520190) (DIN 09591841)
Place: Ahmedabad
Date: 05/07/2023