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, 2020. 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 2019 to 31st March 2020.

1. Summary of operations/results:

The financial results of the Company for the year ended March 31, 2020 as compared to that of previous year are summarized as under:

Particulars For the year ended March 31, 2020 For the year ended March 31, 2019
Total Income 26.85 40.72
(less) Expenses 46.97 43.63
Profit / (Loss) Before Income Tax (20.12) (2.91)
(less) Taxes (1.05) (0.93)
Net Profit / (Loss) after Tax (19.07) (1.98)

2. Companys Affairs

During the financial year ended March 31, 2020, the Company has incurred loss of Rs.19.07 Lacs as against the total income of Rs.26.85 Lacs and net loss of Rs.1.98 Lacs incurred during the previous financial year ended March 31, 2019.

3. Dividend

In view of the loss for F.Y. 2019-20 and considering the necessity to conserve resources of the Company during these uncertain and difficult times due to the COVID-19 pandemic, the Directors have not recommended any dividend for the financial year ended March 31, 2020.

4. Transfer to General Reserves

During the year, no amount has 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, 2020.

7. Change in the Nature of Business

There are no changes in the nature of business during the Financial Year ended March 31, 2020 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, 2020 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, 2020.

B) Issue of Sweat Equity Shares:

The Company has not issued any Sweat Equity Shares during the Financial Year ended on March 31, 2020.

C) Issue of Employee Stock Options:

The Company has not issued any Employee Stock Options during the Financial Year ended on March 31, 2020.

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, 2020 is as follows:

Sr. Name of Director/KMP No. 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. Arvind Kothari 02169509 Independent Non-Executive Director
5. Shailesh Jogani 06644699 Independent Non-Executive Director
6. Prashansa Pradeep Bora 08419397 Independent Non-Executive Director
7. Trishala Kanungo BUXPK1724K Chief Financial Officer
8. Burhanuddin Hotel Wala AVEPH9374F Company Secretary

During the financial year ended 31st March, 2020 following changes took place in the composition of the Board

(a) Appointments

Burhanuddin Hotel Wala was appointed as the Company Secretary of the Company w.e.f, 20th April, 2019

Prashansa Pradeep Bora was appointed as an Additional Non-Executive Independent Director by the Board of Directors under Section 161 of the Companies Act, 2013 w.e.f, 12th April, 2019 for a term of 5 consecutive years upto 11th April, 2024.

She was further appointed as Non-Executive Independent Director by Shareholders at the 36th AGM held on 30th September, 2019 for a term of 5 consecutive years upto 11th April, 2024.

(b) Re-appointments

Mr. Ramesh Vardhan (DIN-00207488) retired by rotation at the 36th AGM held on 30th September, 2019 and was re-appointed as director u/s 152 of Companies Act, 2013 at the said AGM.

Proposed Appointments

> 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.

No changes took place from the end of the financial year till the date of issue of this report.

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.

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.

The Board shall comment on proficiency once the independent directors appear for the online proficiency self-assessment test as applicable.

15. Familiarization programme for independent directors

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

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

16. Board Meetings

During the Financial Year 2019-20, the Board of Directors duly met Six times on 12th April, 2019; 20th April, 2019; 30th May, 2019; 14th August, 2019; 14th November, 2019; and 13th February, 2020.

The maximum interval between 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 12th April, 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 the Board as on 31st March, 2020 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. Name of Director No. DIN Category
1. Mr. Arvind Kothari - Chairman 02169509 Independent Non-Executive Director
2. Mr. Rajesh Vardhan 00199986 Promoter, Non-Executive Director
3. Mr. Shailesh Jogani 06644699 Independent Non-Executive Director

Audit Committee duly met 4 times during the financial year ended March 31, 2020 on 30th May, 2019; 14th August, 2019; 14th November, 2019 and 13th February, 2020

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. Name of Director No. DIN Category
1. Mr. Arvind Kothari - Chairman 02169509 Independent Non-Executive Director
2. Ms. Prashansa Bora* 08419397 Independent Non-Executive Director
3. Mr. Shailesh Jogani 06644699 Independent Non-Executive Director

* The Nomination and Remuneration Committee was re-constituted with effect from 12th April, 2019, consequent to resignation of Ms. Forum Mehta; Ms. Prashansa Bora was 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 twice during the financial year ended March 31, 2020 on 12th April, 2019 and 20th April, 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. Name of Director No. DIN Category
1. Mr. Arvind Kothari - Chairman 02169509 Independent Non-Executive Director
2. Mr. Ramesh Vardhan 00207488 Promoter, Non-Executive Director
3. Mr. Rajesh Vardhan* 00199986 Promoter, Non-Executive Director

* The Stakeholders Relationship committee was re-constituted effective from 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 once during the financial year ended March 31, 2020 on 12th April, 2019.

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 NonExecutive 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.

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 31st 2020, the amount whereof is not presently ascertainable.

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 to 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 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.

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 Annual Return of the Company for the financial year ended March 31, 2020 will be available on the website of the Company i.e.www.vardhmanconcreteltd.com once submitted to ROC.

30. Auditors Report

Our auditors have given disclaimers in their report for the following matters and the Opinion/Clarification on the said matter is as follows:

Disclaimer Opinion/clarification
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 Manag ement, 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 yeaI ended March 31,2020 after such reconciliation. 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, 2020, the amount whereof is not presently ascertainable.
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, 2020, the amount whereof is not presently ascertainable.
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.
We draw attention to Note no. 29, Financials of Joint Venture M/s. Diviniti for the Financial year 2019 and 2020 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.
We draw attention to Note No 17 Finance Cost due to the ongoing global pandemic management has decided not to provide for the interest on loan taken for quarter 4 Due to the Covid -19 Pandemic, the Company was not in operation due to which flow of funds was not there in Company hence management has not provided interest on loan taken for quarter 4.

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, 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 36th AGM till the conclusion of the 41st AGM 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, 2020.

34. Secretarial Audit Report

The Secretarial Audit Report for the financial year ended March 31, 2020 is included as "Annexure B" 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 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;

2. The Notices for holding Board meeting for approval of Financial results, Financial results & the Public Notice by way of advertisement pursuant to Rule 20 of the Companies (Management and Administration) Rules 2014 have not been published in Newspapers as required under SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015;

3. The Company has not prepared consolidated financial statements of the company and its joint venture Divinity for the year ended 31st March, 2020 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 Sec 129(3), of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

4. Some shares are held by the promoters in Physical Form.

5. There was a delay in Circulation of Annual Reports to members by electronic mode & proofs of physical dispatch of Annual reports to shareholders could not be verified.

With regards to the remarks by the Secretarial Auditor of the Company, the management would state as under:

1. 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.

2. Proof of dispatch of notices to the shareholders have been misplaced and hence could not be presented during the process of secretarial Audit.

Other remarks are self-explanatory and do not require any further clarifications.

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 2020, 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, 2020.

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.

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 C" 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 Rajesh Vardhan
Date: 25th November, 2020 Managing Director Director
Place: Mumbai DIN: 03043125 DIN: 00199986