Vardhman Concrete Ltd Directors Report.

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, 2018. 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 2017 to 31st March 2018.

1. Summary of operations/results:

The financial results of the Company for the year ended March 31, 2018 as compared to that of previous year are summarized as under:

(Amount in Rs.)
Particulars For the year ended March For the year ended March 31,
31, 2018 2017
Total Income 2,03,76,148 2,55,18,060
(less) Expenses 2,48,46,087 73,11,434
Profit / (Loss) Before Income Tax (44,69,939) 1,82,06,626
(less) Taxes (3,24,650) (67,037)
Net Profit / (Loss) after Tax (41,45,289) 1,82,73,663

2. Companys Affairs

During the financial year ended March 31, 2018, the Company has incurred loss of INR 41,45,289/- as compared to net profit of INR 1,82,73,663/- earned during the previous financial year ended March 31, 2017.

3. Dividend

Your Board does not recommend any dividend for the financial year ended March 31, 2018.

4. Transfer to reserves

No amounts have been transferred to any reserves during the financial year ended March 31, 2018.

5. Transfer of Unclaimed / Unpaid Amount

The Company doesnt have any unclaimed/unpaid amount to be transferred in accordance of the provisions of Section 125(2) of the Companies Act, 2013.

6. 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, 2018.

7. Change in the Nature of Business

There are no changes in the nature of business during the Financial Year ended March 31, 2018 and till the date of issue of this report.

8. Material changes and commitments

There are no material Changes and Commitments affecting the Financial Position of the Company from 01st April, 2018 till the date of issue of this report.

9. 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" for construction of Low cost housing and related infrastructure.

10. 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 "Diviniti" for Construction of Low Cost Housing and related Infrastructure work. The accounts of the same do not form part of the financial statement of the Company as the same have not been finalized till date.

11. 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, 2018.

B) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Shares during the Financial Year ended on March 31, 2018.

C) Issue of Employee Stock Options: The Company has not issued any Employee Stock Options during the Financial Year ended on March 31, 2018.

12. Maintenance of Cost Records

The Central Government has not prescribed the maintenance of Cost Records under section 148 of the Companies Act in respect of any products of the Company.

13. Board of Directors and Key Managerial Personnel

There has been no change in the composition of the Board of Directors of the Company during the year under review.

The Composition of Board of Directors of the Company as on March 31, 2018 is as follows:

Sr. No. Name of Director DIN Category
1. Mr. Ramesh Vardhan 00207488 Managing Director
2. Mr. Rajesh Vardhan 00199986 Promoter, Non Executive Director
3. Mr. Anshul Gupta 00366622 Non Executive Director
4. Mr. Arvind Kothari 02169509 Independent Director
5. Ms. Foram Mehta 07140346 Independent Director
6. Mr. Shailesh Jogani 06644699 Independent Director

(a) Appointments

There were no appointments during the year under review.

(b) Re-appointments

Mr. Anshul Gupta (DIN- 00366622) retired by rotation at the 34th AGM and was re-appointed as director u/s 152 of Companies Act, 2013 at the said AGM.

(c) 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. The Board of Directors recommends his appointment at the ensuing AGM.

(d) Resignations

None of the Directors resigned during the year under review.

14. Declaration by Independent Directors

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.

15. Familiarization programme for independent directors

All new independent directors appointed on the Board attend a familiarization programme.

After appointment a formal letter is issued to the independent directors outlining his/her roles, functions, duties and responsibilities.

16. Board Meetings

During the Financial Year 2017-2018, the Board of Directors duly met Five times on 30th May, 2017; 14th August, 2017*; 14th September, 2017; 14th November, 2017 and 14th February, 2018.The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

*Board Meeting dated 14th August, 2017 for adopting Un-Audited Financial Results for the Quarter ended 30th June, 2017 was adjourned to Monday, 21st August, 2017, due to the inability of the company to prepare accounts as per IND AS for the first time. Further, the Board Meeting dated 21st August, 2017 was cancelled due to the inability of the company to prepare accounts as per IND AS for the first time.

17. 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.

18. Independent Directors Meeting

During the year under review, the Independent Directors met once on 14th February, 2018 inter alia, to discuss:

1. 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.

2. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

3. 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.

19. 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 Board 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 No. of Meetings Attended
1. Mr. Arvind Kothari Chairman 02169509 Independent Director 5
2. Mr. Rajesh Vardhan 00199986 Promoter, Non Executive Director 5
3. Mr. Shailesh Jogani 06644699 Independent Director 5

Audit Committee duly met 5 times during the financial year ended March 31, 2018 on 30th May, 2017; 14th August, 2017; 14th September, 2017; 14th November, 2017 and 14th February, 2018 and the details of attendance at the meeting is mentioned above.

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 No. of Meetings Attended
1. Mr. Arvind Kothari Chairman 02169509 Independent Director 1
2. Ms. Foram Mehta 07140346 Independent Director 1
3. Mr. Shailesh Jogani 06644699 Independent Director 1

The nomination and remuneration policy is available at the registered office of the company for inspection.

Nomination & Remuneration Committee met once during the financial year ended March 31, 2018 on 14th February, 2018 and the details of attendance at the meeting is mentioned above.

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 No. of Meetings Attended
1. Mr. Arvind Kothari Chairman 02169509 Independent Director 1
2. Mr. Ramesh Vardhan 00207488 Promoter, Executive Director 1
3. Mr. Anshul Gupta 00366622 Non Executive Director 1

Stakeholders Relationship Committee met once during the financial year ended March 31, 2018 on 14th February, 2018 and the details of attendance at the meeting is mentioned above.

20. Particulars of transaction between the Company and the Non Executive Directors

During the year under review the Company has not entered into any Transaction with its Non Executive Directors.

21. Corporate Social Responsibility

The provisions of Section 135 with regards to Corporate Social Responsibility are not applicable to the Company.

22. Significant and Material Orders passed by the Regulators or Courts or Tribunal

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.

23. Corporate Governance

The Company is exempted under Regulation 15(2) of the SEBI (Listing Obligations and Disclosures) Regulations, 2015 from including Corporate Governance report as a part of Annual Report.

24. 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

25. Internal Financial Control and their Adequacy

The Company has internal financial control and risk mitigation system which is constantly assessed and strengthened. The Audit committee actively reviews the adequacy and effectiveness of the Internal Financial control and suggests the improvements for the same.

26. Risk Management Policy

The Board of Directors in consultation with the Audit Committee has framed a policy for management and mitigation of risk faced by the in its day to day operations, further the Board of Directors and the Senior Management of the Company have been entrusted with the responsibility of identification, development and implementation of the same across the organization.

27. Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism/whistle blower policy to deal with instance of fraud and mismanagement.

28. Conservation 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 A"

29. Extract of Annual Return

The Extract of Annual Return in form MGT-9 as prescribed under the provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 is annexed to the report as "Annexure B".

The Annual Return of the Company for the financial year ended March 31, 2018 will be available at the registered office of the company for inspection once submitted to ROC.

30. Auditors Report

The Statements made by the Auditors in their report are self-explanatory and doesnt require any comments by the Board of Directors.

31. Fraud Reported by Auditors

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013 for the financial year ended March 31, 2018.

32. Statutory Auditors

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the members at the 31st AGM held on 29th September, 2014 had appointed Amar Bafna & Associates, Chartered Accountants as the statutory auditors of your Company for a period of 5 consecutive years to hold office as such from the conclusion of 31st AGM till the conclusion of the 36th AGM to be held in the year 2019 subject to ratification of their appointment at every AGM or as may be necessitated by the Act from time to time.

However Ministry of Corporate Affairs vide its notification dated 7th May 2018 has done away with the requirement of the ratification of the appointment of Statutory Auditors and hence M/s Amar Bafna & Associates shall act as Statutory Auditors till the AGM to be held for the financial year ended March 31, 2019.

33. 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, 2018.

The Secretarial Audit Report for the financial year 2017-18 is included as "Annexure C" and forms an integral part of this report.

34. 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:

1. The Company is in search of a Whole Time Company Secretary, CFO and an Internal Auditor who meets the criteria for appointment fixed by the Board of Directors of the Company.

2. The Company was unable to prepare consolidated financial accounts with joint venture ‘Divinity as the financial statements of ‘Divinity are not yet finalized.

3. The Company is in process of updating its website.

4. Board will ensure and initiate necessary steps so that the amount of shares held in physical form are dematerialized at the earliest.

35. 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 2018, the Board of Directors state that:

a. In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the Annual Accounts on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

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

36. 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.

37. Particulars of Loans, Guarantees and Investments

The Company has not made any loans, given any guarantees or made any investment during the financial year ended on March 31, 2018.

38. 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. Further, there are no employees employed by the Company hence there was no instance of receiving the Complaints.

39. Particulars of Employees

The Company doesnt have any employee and therefore the details as prescribed under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be given.

40. Particulars of remuneration to directors, key managerial persons and employees

The Company doesnt have any employees nor has the Company paid any remuneration to any Directors/Key Managerial Persons during the year hence disclosures as per Section197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be given.

41. Acknowledgements

Your Directors wish to place on record their sense of appreciation for the excellent support received from the government authorities, bankers, consultants in the working of the Company.

By Order of the Board
Sd/ Sd/
Mr. Ramesh Vardhan Mr. Rajesh Vardhan
Date : 14th August, 2018 Managing Director Director
Place: Mumbai DIN: 00207488 DIN: 00199986