Dear Members,
Your Directors have pleasure in presenting the Twenty Ninth Annual Report of Vaghani
Techno Build Limited (“the Company”) along with the Audited Statement of Accounts for the year ended 31st
March, 2023.
1. FINANCIAL RESULTS:
(Rs in Lakhs)
| Particulars |
31-03-2023 |
31-03-2022 |
| Total Income |
15.99 |
17.77 |
| Total Expenses |
8.09 |
10.36 |
| Profit (Loss) before Tax |
7.91 |
7.41 |
| Provision for Tax |
1.95 |
2.26 |
| Profit (loss) after Tax |
5.96 |
(5.15) |
| Balance brought |
|
|
| forward: |
|
|
| Surplus in the Profit & |
198.42 |
193.28 |
| Loss Account |
|
|
| Add : Profit/(loss) for the year |
5.96 |
(5.15) |
| Balance carried to |
|
|
| Balance Sheet |
204.38 |
198.42 |
2. PERFORMANCE & RESULTS:
During the year under review, the Company has earned profits amounting to INR 5.96
(Indian Rupees Five Lacs Ninety Six Thousand only) as against loss of INR 5.15 (INR
5,15,000) of the previous year on account of situations getting better in real estate
market. Your Directors are continuously looking for future growth of the Company in real
estate industry.
3. OPERATIONS AND FUTURE PLANS:
The Company continues to be engaged in the activities pertaining to Transfer of
Development Rights (TDR) and real estate business. Further steps will be taken to
accelerate the same.
4. CHANGES IN THE NATURE OF BUSINESS, IF ANY:
During the year under review, there was no change in nature of the business of the
Company.
5. DIVIDEND:
In view of the instability of business prospects, your Directors have not recommended
any Dividend for financial year under review.
6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The internal Auditors are an integral part of the internal
control mechanism. To maintain its objectivity and independence, the Internal Auditors
reports to the Chairman of the Audit Committee of the Board.
7. AUDITORS AND REPORT: a) Statutory Auditor:
The Shareholders of the Company at 28th Annual General Meeting has approve the
appointment of M/s Shah & Taparia, Chartered Accountants (Firm Registration No.
109463W) as the Statutory Auditor of the Company for the Financial Year 2022-23.
M/s Shah & Taparia, Chartered Accountants who are the retiring auditors, is
eligible for re-appointment and have expressed their willingness to accept office, if
re-appointed.
Since they have specifically expressed their willingness to be appointed as Auditors,
your directors recommend their reappointment as the statutory auditors of the Company in
the upcoming Annual General Meeting for one year from the conclusion of 29th Annual
General Meeting till the conclusion of the 30th Annual General Meeting of the Company.
They have furnished a Certificate under section 141 of the Companies Act, 2013 for their
eligibility for appointment and consent letter to act as an auditor.
The notes on financial statements referred to in the Auditors Report are self-
explanatory and do not call for any other comments. The Auditors Report does not contain
any qualifications, reservations or adverse remarks.
b) SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Manthan Negandhi & Co. , Practising Company Secretaries, to undertake the
Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit
Report (form MR-3) is annexed herewith as Annexure-IV. The Secretarial Audit Report does
not contain any qualification, reservation or adverse remarks.
c) INTERNAL AUDITORS:
Pursuant to the provisions of section 138(1) of the Companies Act, 2013 read with Rule
13 of the Companies (Accounts) Rules, 2014, the Company has appointed M/s Niyati S
Loladiya & Associates, Chartered Accountants, as an Internal Auditor of the Company
for the Financial year 2022-2023.
8. DETAILS WITH RESPECT TO FRAUD BY THE AUDITORS
The reports given by the Auditors on the Standalone Financial Statements of the Company
for the financial year ended March 31, 2023 form part of this Annual Report along with the
qualification, reservation, adverse remark or disclaimer given by the Auditors in their
Reports. The Auditors of the Company have not reported any fraud in terms of the second
proviso to Section 143(12) of the Act.
9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provisions of Section 134 (3) (o) and 135(1) of the Companies Act, 2013 read with
Rule 8 of Companies (CSR) rules is not applicable to the Company as it is not falling
under the criteria mentioned in the Act.
10. DIRECTORS:
Changes in Directors and Key Managerial Personnel
In terms of Section(s) 149, 152 and all other applicable provisions of the Companies
Act, 2013, for determining the Directors liable to retire by rotation, the Independent
Directors are not included in the total number of Directors of the Company.
Accordingly, Mr . Nishit Savla (DIN: 01552667) shall retire by rotation at the ensuing
Annual General Meeting and being eligible have offered himself for re-appointment as
Director of the Company.
There is no change in the composition of directors and KMPs during the year
under review.
A. Familiarization Program for Independent Directors
Every Independent Director of the Company is provided with ongoing information about
the industry and the Company so as to familiarize them with the latest developments. The
Independent Directors also visit the facilities at various locations of the Company where
they can visit and familiarize themselves with the operations of the Company.
B. Annual Evaluation of Board of Directors, its Committees and individual Directors:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual
evaluation of its own performance, performance of all the directors, as well as the
working of its committees. The structured evaluation report was prepared after taking into
consideration inputs received from the directors covering various aspects of the Boards functioning
such as adequacy of the composition of the Board and its committees. A separate exercise
was carried out to evaluate the performance of individual directors including the Chairman
of the Board who are evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interests of the Company and its minority
shareholders etc. The performance evaluation of the Independent directors was carried out
by the entire Board. The performance evaluation of the Chairman and the non-independent
directors was carried out by the independent directors who also reviewed the adequacy and
flow of information of the Board. The directors expressed their satisfaction with the
evaluation process.
11. DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have given declarations that they meet with the criteria
of independence as prescribed under sub-section (6) of Section 149 of the Companies Act,
2013 and under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and also regarding compliance the Code for Independent
Directors as prescribed in Schedule IV to the Act.
12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and decide on Company / business policy
and strategy apart from other business matters.
The notice of Board Meeting is given well in advance to all the Directors. The Agenda
of the Board / Committee meetings is circulated at least a week prior to the date of the
meeting.
During the year under review, Five (5) Board Meetings and four (4) Audit committee
meetings were convened and held. Details of each such meeting are given in the Corporate
Governance Report. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.
13. COMMITTEES OF THE BOARD
During the financial year 2022-23, the Company had three (3) Committees of the Board,
namely
Audit Committee
Nomination and Remuneration Committee Stakeholders Relationship Committee
The Board decides the terms of reference for these Companies. Minutes of meetings of
the Committees are placed before the Board for information. The details as to the
composition, terms of reference, number of meetings and related attendance, etc. of these
Committees are provided in detail, in the Corporate Governance Report, which forms a part
of this Annual Report.
14. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism (Whistle Blower Policy) for Directors and
employees of the Company to report genuine concerns. The Whistle Blower Policy provides
for adequate safeguards against victimization of persons who use such mechanism and make
provision for direct access to the Chairman of the Audit Committee in appropriate or
exceptional cases.
15. NOMINATION AND REMUNERATION POLICY:
The Nomination & Remuneration Committee of the Board of Directors has adopted a
policy, which deals with the manner of selection and appointment of Directors, Senior
Management and their remuneration. The policy complies with the provisions of sub-section
(3) of Section 178 of the Companies Act, 2013.
Major criteria defined in the policy framed for appointment of and payment of
remuneration to the Directors of the Company is available on the website of the Company: www.vaghanitechnobuild.com.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:
During the year under review, the Company has entered into contracts / arrangements /
transactions with related parties referred to in sub-section (1) of section 188 of the
Companies Act, 2013, which were in ordinary course of business and on an arms length basis.
The details of which are as under:
All Related Party Transactions are placed before the Audit Committee and also the Board
for their approval. Prior omnibus approval of the Audit Committee is obtained for the
transactions, which are of a foreseen and repetitive nature.
The transactions entered into pursuant to the omnibus approval so granted are audited
and a statement giving details of all related party transactions, as approved is placed
before the Audit Committee for review on a quarterly basis.
| Names of related party(s) |
Nature of relationship |
Nature of Contract |
Amount (in Lakhs) |
| Mr Kantilal Savla |
Promoter & Wholetime Director |
Loan outstanding at the beginning of the year |
- |
| Loan taken during the year |
- |
| Loan repaid |
- |
| Loan outstanding at the year end |
- |
| Interest paid on loan |
- |
| Integrated Spaces Limited |
Common Directorship |
Loan outstanding at the beginning of the year |
182.56 |
| Loan given during the year |
15.99 |
| Loan received back during the year |
8.99 |
| Loan Balance at the year end |
189.56 |
| Interest received on Loan Given |
15.99 |
The transactions with the related parties are disclosed in Note No. 25 to the ‘Notes on
Accounts forming part of the Annual Report and in form AOC-2 (Annexure- II).
17. CORPORATE GOVERNANCE:
The paid up Equity Share Capital and Net Worth as per audited Balance Sheet as at 31st
March 2023 of the company is INR. 522 Lakhs and INR. 726.38 Lakhs respectively.
In view of the same and pursuant to clause 15 (2) (a) of SEBI (LODR) Regulations, 2015,
the compliance with the Corporate Governance provisions as specified in Regulations 17 to
27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D, and E of
Schedule V of SEBI (LODR) Regulations. 2015 shall not apply to our company.
However, as a matter of good Corporate Governance practice, a detailed report on the
Corporate Governance system and practices of the Company forming part of this report is
given as a separate section of the Annual report as Annexure IV.
18. RISK MANAGEMENT POLICY
The Company follows a proactive risk management policy, aimed at protecting its assets
and employees, which at the same time ensuring growth and continuity of its business.
Further, regular updates are made available to the Board at the Board meeting and in
special cases on ad-hoc basis.
19. DIRECTORS RESPONSIBILITY STATEMENT:
In compliance with Section 134(3)(c) and 134(5) of the companies Act, 2013, your
directors, on the basis of information made available to them, confirm the following for
the year under review:
1. in the preparation of the annual financial statements for the year ended March 31,
2023, the applicable accounting standards had been followed and that no material
departures have been made from the same.
2. They have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the financial year and of the
loss of the company for that period.
3. They have taken proper and sufficient care to the best of their knowledge and
ability 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. They have prepared the annual accounts on a going concern basis.
5. They have laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively; and
6. They have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
20. MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis on the business and operations of the company
forming part of this report is given as a separate section of the annual report as
Annexure III.
21. MANAGERIAL REMUNERATION
During the year under review, the Company has not paid any sitting fees for attending
Board / Committee Meetings and Commission to any of its independent Directors, whereas
remuneration to Company Secretary- Anis Taher Attar was disbursed.
22. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES:
During the year under review, no remuneration has been paid to any of the directors,
and hence the ratio of remuneration of each Director to the median of the employees has
not been calculated.
23. PERSONNEL / PARTICULARS OF EMPLOYEES:
The company continues to maintain cordial relationship with its workforce.
There were no employees during the whole or part of the year who were in receipt of
remuneration in excess of limits as covered under the Companies Act, 2013 read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The total number of permanent employees employed with your company as on 31st March,
2023 is 1 (One).
24. INDUSTRIAL RELATIONS
The industrial relations continued to be generally peaceful and cordial during the
year. Your Directors recognize and appreciate the sincere and hard work, loyalty,
dedicated efforts and contribution of all the employees during the year under review.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:
The Company has not consumed energy of the significant level and accordingly no
measures were taken for energy conservation and no additional investment was made for
reduction of energy conservation. The particulars regarding technology absorption and
Foreign exchange earnings and out go pursuant to Section 134 (3) (m) of the Companies Act,
2013 are NIL.
26. ANNUAL RETURN
In terms of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 the
Annual Return of the Company as on 31st March 2023 is available on the website of the
Company www.vaghanitechnobuild.com.
27. SEXUAL HARASSMENT:
During the year under review, there were no cases filed or reported pursuant to the
Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
28. DEPOSITS:
The Company has not accepted any deposits from public within the purview of provisions
of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit)
Rules, 2014 during the year under review and no amount of principal or interest on fixed
deposits was outstanding as on the Balance Sheet Date.
29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provision of Section 186
of the Companies Act, 2013 are given under note no. 2 of the Financial Statements.
30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds, which were required to be transferred to Investor
Education and Protection Fund (IEPF).
31. CASH FLOW STATEMENT:
In conformity with the Accounting Standard issued by the Institute of Chartered
Accountants of India and the provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Cash Flow Statement for the year ended March 31, 2023
is annexed to the accounts.
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS, IF ANY:
There are no significant material order passed by the Regulators/ Courts which would
impact the going concern status of your Company and its future operations.
33. MATERIAL EVENTS OCCURING AFTER BALANCE SHEET DATE:
During the year under review, there were no material events and commitments affecting
the financial position of the Company which have occurred between the end of the financial
year under review and the date of this report.
34. AMOUNT TRANSFERRED TO RESERVES:
During the year under review, the company does not propose to transfer any amount to
its Reserves pursuant to the provisions of Section 134(3)(j) of the Companies Act, 2013.
35. ISSUE OF SHARES:
The paid up capital of the Company as on 31st March 2023 was Rs. 5,22,00,000/-divided
into 52,20,000 Equity Shares having face value of Rs. 10/- each. During the year under
review the Company has not issued any Further shares in the form of Sweat Equity Shares or
Shares with differential rights or under Employee Stock option scheme nor did it buy-back
any of its shares.
36. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:
Since the Company has no subsidiaries, Joint Ventures and Associate Companies
provisions of Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(iv) of
Companies (Accounts) Rules, 2014 are not applicable. The same is attached as Annexure- I
as AOC-1 to Directors report.
37. LISTING WITH STOCK EXCHANGE:
The Company has complied with the requirements of the BSE Ltd. / SEBI and any Statutory
Authority on all matters related to capital markets during the last three years. During
the year under review there were no penalties levied by the BSE for non Compliance with
SEBI (LODR) Regulations, 2015. Equity Shares of the Company are listed with BSE Limited
having Scrip Code No. 531676. The Company confirms that it has paid the Annual Listing
Fees for the year 2023-2024 to BSE Ltd. where the Companys shares are
listed.
38. ACKNOWLEDGEMENTS:
Your Company and its Directors wish to sincerely thank all the customers/ clients,
vendors, investors, financial institutions, creditors and various Government Authorities
etc for their continuing support and co-operation. Yours Directors express their
appreciation for the dedicated and sincere services rendered by the employees of the
Company and sincerely thank the shareholders for the confidence reposed by them in the
company and from the continued support and co-operation extended by them. For and on
behalf of the Board of Directors For Vaghani Techno-Build Limited Sd/- Kantilal M Savla
Chairman & Whole Time Director Place: Mumbai Date: 29th May 2023
+91-9892691696
