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, 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 1^st April 2022 to 31^st 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. Companys 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 Companys 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 Companys 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 36^th AGM till the conclusion of 41^st AGM to be held in the year 2024.

14. Auditors 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 Companys 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 Companys 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 31^st 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, 27^th August, 2022 for a term of 5 consecutive years up to 27^th 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, 1^st 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 Directors Meeting

During the year under review, the Independent Directors met once on 10^th 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 4^th May 2022, 12^th May, 2022, 29^th June 2022, 04^th August, 2022 ,27^th August 2022, 10^th November 2022 and 25^th 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 31^st 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 12^th May 2022, 04^th August 2022, 10^th November 2022 and 25^th 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 1^st July, 2022 and 27^th 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 12^th 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 Boards 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 01^st April, 2023 till the date of issue of this report.

33. Policy on Directors 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 directors 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 31^st 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