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, 2019.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 2018 to 31st March 2019.

1. Summary of operations/results:

The financial results of the Company for the year ended March 31, 2019 as compared to that of previous year are summarized as under:

(Amount in Rs.)
Particulars For the year ended March 31,2019 For the year ended March 31, 2018
Total Income 40,72,103 2,03,76,148
(less) Expenses 43,63,162 2,48,46,087
Profit / (Loss) Before Income Tax (2,91,059) (44,69,939)
(less) Taxes (93,043) (3,24,650)
Net Profit / (Loss) after Tax (1,98,016) (41,45,289)

2. Companys Affairs

During the financial year ended March 31, 2019, the Company has incurred loss of INR 1,98,016/- as against the total income of Rs. 40,72,103/- and net loss of INR 41,45,289/- incurred during the previous financial year ended March 31, 2018.

3. Dividend

Your Board does not recommend any dividend for the financial year ended March 31, 2019.

4. Transfer to General Reserves

During the year, no amounts have been transferred to general reserves.

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, 2019.

7. Change in the Nature of Business

There are no changes in the nature of business during the Financial Year ended March 31, 2019 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, 2019 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, 2019.

B) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Shares during the Financial Year ended on March 31, 2019.

C) Issue of Employee Stock Options: The Company has not issued any Employee Stock Options during the Financial Year ended on March 31, 2019.

12. 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.

13. Board of Directors and Key Managerial Personnel

The Composition of Board of Directors of the Company as on March 31, 2019 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. Anshul Gupta 00366622 Non Executive Director
5. Arvind Kothari 02169509 Independent Director
6. Foram Mehta 07140346 Independent Director
7. ShaileshJogani 06644699 Independent Director
8. T rishalaKanungo BUXPK1724K Chief Financial Officer
9. Satish Parmar CWOPP2351K Company Secretary

During the financial year ended 31st March, 2019 following changes took place in the composition of the Board

(a) Appointments

Satish Sharma appointed as the Company Secretary of the Company w.e.f 28th September, 2018

Vishal Vardhan was appointed as an additional director by the Board of Directors under Section 161 of the Companies Act, 2013w.e.f 29th March, 2019. The Board of Directors recommends his appointment as a Director under Section 152 of the Companies Act, 2013 to the members of the company in the forthcoming Annual General Meeting.

Vishal Vardhan was appointed as Managing Director by the Board of Directors w.e.f 29th March, 2019 subject to approval by the Shareholders of the Company. The Board of Directors recommends his appointment as a Managing Director for the period of 3 years to the members of the company in the forthcoming Annual General Meeting.

TrishalaKanungo was appointed as Chief Financial Officer (CFO) of the Company w.e.f 29th March, 2019.

(b) Re-appointments

Mr. Rajesh Vardhan (DIN- 00199986) retired by rotation at the 35th AGM and was reappointed as director u/s 152 of Companies Act, 2013 at the said AGM.

(c) Resignations

Ramesh Vardhan ceased to act as the Managing Director of the Company and is appointed as promoter, Non Executive director by the Board of Directors w.e.f 29th March, 2019.

Proposed Appointments

> Pursuant to provisions of Companies Act, 2013, Mr. Ramesh Vardhan (DIN- 00207488)retires by rotation at the ensuing AGM of the Company and being eligible seeks re-appointment.

> Vishal Vardhan who was appointed as an additional director by the Board of Directors under Section 161 of the Companies Act, 2013w.e.f 29th March, 2019 is proposed to be appointed as director under Section 152 of the Act.

> Vishal Vardhan who was appointed as Managing Director by the Board of Directors subject to approval by the members of the Company is proposed to be appointed as Managing Director for the period of 3 years W.e.f 29th March 2019 to 28th March, 2022.

> Re-Appointment of Mr. Arvind Kothari and Mr. ShaileshJogani as Independent Director for a further term of 5 consecutiveyears (the second term) who shall complete their current term on conclusion of this AGM.

> Ms. Prashansa Bora who was appointed as an additional director by the Board of Directors under Section 161 of the Companies Act, 2013w.e.f 12th April, 2019 is proposed to be appointed as director under Section 152 of the Act for the term of 5 years commencing from 12th April, 2019.

The Board of Directors recommends the aforesaid appointments at the ensuing AGM.

Following changes took place from the end of the financial year till the date of issue of this report.

(a) Appointments

Ms. Prashansa Bora appointed as an Additional Independent Director of the Company w.e.f 12th April, 2019

BurhanuddinHotelwala appointed as the Company Secretary and Compliance officer of the Company w.e.f 20th April, 2019

(b) Resignations

Anshul Gupta resigned as the Director of the Company w.e.f 12th April, 2019 Forum Mehta resigned as the Director of the Company w.e.f 12th April, 2019 Satish Parmar resigned as the Company Secretary and Compliance officer w.e.f 12th April, 2019

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 2018-19, the Board of Directors duly met Six times on 30th May, 2018; 14th August, 2018; 27thSeptember, 2018; 14th November, 2018; 14th February, 2019 and 28th March, 2019.

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.

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.

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.

18. Independent Directors Meeting

During the year under review, the Independent Directors met once on 14th February, 2019 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 as on 31st March, 2019 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. Mr. Arvind Kothari - Chairman 02169509 Independent Director
2. Mr. Rajesh Vardhan 00199986 Promoter, Non Executive Director
3. Mr. ShaileshJogani 06644699 Independent Director

Audit Committee duly met 5 times during the financial year ended March 31, 2019 on 30th May, 2018; 14th August, 2018; 14th November, 2018; 14th February, 2019 and 28th March, 2019.

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. Mr. Arvind Kothari - Chairman 02169509 Independent Director
2. Ms. Foram Mehta* 07140346 Independent Director
3. Mr. ShaileshJogani 06644699 Independent Director

*The nomination and remuneration committee was re-constituted effective 12th April, 2019, consequent to resignation of Ms. Forum Mehta; Ms. Prashansa Borawas inducted in place of Ms. Forum Mehta.

The nomination and remuneration policy as required under Section 178 (3) of the Company is available on our website www.vardhmanconcreteltd.com.

Nomination & Remuneration Committee met 3 times during the financial year ended March 31, 2019 on 14thAugust, 2018, 27th September, 2018 and 28th March, 2019.

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. Mr. Arvind Kothari - Chairman 02169509 Independent Director
2. Mr. Ramesh Vardhan 00207488 Promoter, Executive Director
3. Mr. Anshul Gupta* 00366622 Non Executive Director

*The Stakeholders Relationship committee was re-constituted effective 12th April, 2019, consequent to resignation of Mr. Anshul Gupta; Mr. Rajesh Vardhan was inducted in place of Mr. Anshul Gupta.

Stakeholders Relationship Committee met twice during the financial year ended March 31, 2019 on 19th April, 2018 and 30th September, 2018

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 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.

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

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 on your company.

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 (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.

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 provide for adequate safeguard against victimization of person who use such mechanism and make provision for direct access to the chairperson of audit committee.

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, 2019 will be available on the website of the Company i.e.www.vardhmanconcreteltd.com once submitted to ROC.

30. Auditors Report

Our auditors have qualified their report for the following matter and the Opinion/ Clarification on the said matter is as follows:

Qualification 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 networth 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 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.

31. 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.

32. Statutory Auditors

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, it is mandatory to rotate the Statutory Auditors on completion of the maximum term permitted under the said section. AccordinglyAmar Bafna& Associates, Chartered Accountants shall cease to be the Auditors of the Company. On the recommendation of the Audit Committee, the Board of Directors of the Company have proposed the appointment of M/ s. G. P. Sharma & Co LLP, Chartered Accountants (Firm Registration No. 109957W) as the Statutory Auditors of the Company for a period of 5 years, to hold office from the conclusion of 36thAGM till the conclusion of the 41stAGM to be held in the year 2024.

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, 2019.

34. Secretarial Audit Report

The Secretarial Audit Report for the financial year ended March 31, 2019 is included as "Annexure C" and forms an integral part of this report.

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

36. 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 2019, 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.

37. 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.

38. 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, 2019.

39. 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.

40. 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.

Further, the details of the Employee/ Key Managerial Personnel in terms of remuneration drawn pursuant to rule 5(1) and 5(2) of Companies (Appointment and Remuneration) Rules, 2014 shall be available at the registered office of the Company during the business hours and the details pursuant to Section 197 (12) Rule 5(1) of Companies (Appointment and Remuneration) Rules, 2014 are enclosed as "Annexure D" to the Boards Report.

41. 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].

42. 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/---
Vishal Vardhan Ramesh Vardhan
Date : 14th August, 2019 Managing Director Director
Place: Mumbai DIN: 03043125 DIN: 00207488