Vas Infrastructure Ltd Directors Report

To Members

The Resolution Professional/Committee are pleased to present the 29th Annual Report of the Company and the Statement of Audited Financial Statement for the year ended 31st March, 2024, as follows:

UPDATE ON CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)

Pursuant to order dated March 11, 2024, of the Honble National Company Law Tribunal - Mumbai Bench ("NCLT Order"), Corporate Insolvency Resolution Process ("CIRP") was initiated against the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, ("Code") and related rules and regulations issued thereunder with effect from March 11, 2024 (Corporate Insolvency Resolution Process Commencement Date). Resolution Professional, Mr. Ashok Kumar Golechha (Regn. No. IBBI/IPA-002/IPN000932/2019- 2020/12973) was appointed on March 11, 2024.

FINANCIAL RESULTS

(Amount in Lacs)

	Year ended 31.03.2024	Year ended 31.03.2023
Turnover	(41.97)	161.97
Profit/(Loss) Before Depreciation, Finance Charges & Taxation	(909.71)	138.52
Profit/(Loss) after Depreciation & Taxation	(6,225.90)	(4,704.88)
Surplus (Deficit) of Profit & Loss Account of earlier year	(2,3887.93)	(19,183.52)
Balance carried over to Balance-sheet	(6,225.90)	(4,704.88)

DIVIDEND

No dividend is declared for the FY 2023-2024.

UNCLAIMED DIVIDEND FOR THE YEAR ENDED 31-03-2015

The Company has sent to all shareholders vide letter dated July 22, 2021 (REMINDER No..l) and again on January 6, 2022 (REMINDER No. 2) and FINAL REMINDER No. 3 was also given in Newspaper Publication on June 24, 2022 in Free Press and Navshakti edition informing them that their Dividend remains unclaimed and the procedure to obtain payment of these Unclaimed Dividends including their Equity shares.

Details of Dividend unclaimed including their Equity shares held by the members for the year 2015 have been uploaded on the Company website i.e. www.vasinfrastructureltd.com

Members are encouraged to view the list and lodge their claim with IEPF Authority for Dividend which has remained unclaimed.

UNCLAIMED DIVIDEND INCLUDING SHARE TO BE TRANSFERRED TO IEPF ACCOUNT

In terms of Section 124, 125 and other applicable provisions of the Act, the Dividend for the Financial Year ended 31st March 2015, declared at the 20th AGM of the Company held on 30th June, 2015, which remained unclaimed for 7 (seven) years and amounting to Rs.1,05,906/- was required to be transferred to IEPF Account of the Central Government (during the month of July 2022). In compliance with the said provisions before transferring such Dividend to the IEPF Account, as stated in the notice sent to the members including Newspaper Notice. In this regard, on account of service issue occurring on MCA web portal - V3 version, the name of our Company was not appearing on MCA Challan dated 26.7.2022 the amount was not credited to MCA.

DETAILS OF SHARES

The details of Unclaimed Dividend including Equity shares held to be transferred to IEPF Authority are available on the website of IEPF Authority and the same can be assessed through the website www.iepf.gov.in. Such details are also available on the website of the company at www.vasinfrastructureltd.com.

INDIAN ACCOUNTING STANDARDS

As per the requirements of the Notification dated 16.02.2015 issued by the Ministry of Corporate Affairs (MCA) Standalone and the Financial Statement of the Company for the Financial Year 2023-2024 have been approved as per Ind AS.

AMOUNT TRANSFERRED TO RESERVES

The Committee has decided to carry (Rs.6225.90). lacs losses to its reserves.

NATURE OF INDUSTRY

The Company is directly engaged in the business of Development of Real Estate, residential facilities including construction, infrastructure.

STATEMENT ON COMPANYS AFFAIRS

In view of sluggish market condition, the sale of flats was very low. However barring the unforeseen circumstances, your company will develop new projects during the current year.

During the year ended 31st March, 2024, your company has made loss after tax of (Rs.6225.90) lacs as against loss of (Rs.4704.88) lacs in the previous year.

MATERIAL CHANGES SINCE END OF FINANCIAL YEAR TILL DATE OF THIS REPORT

There is no material changes since end of the financial year till date of this Report.

ASSOCIATE COMPANIES

As on 31st March, 2024, no Company is an Associate of the Company.

During the year, no other Company, became a Subsidiary/Associate/Joint Venture Company of the Companies.

DEPOSITS

The company has not invited or accepted any Deposits as required under section 73 of the cos Act from the public during the year under review.

ONE TIME SETTLEMENT WITH CANARA BANK

As reported in the last Annual Report, the Company has entered OTS with Canara Bank (Formerly Syndicate Bank) against outstanding dues. The Company has paid its 1st installment and on account of liquidity crunches the Company has not paid other installment. However during the current year, the Company has requested the Bank to revised in our repayment dues and the matter is pending with the Bank for its approval.

In the meantime, it is learnt that Canara Bank has filed Petition at NCLT, Mumbai, under IBC Act of 2016, for recovery of their outstanding dues.

The matter is actively followed from time to time.

NO FRESH LOAN TAKEN FROM FINANCIAL INSTITUTIONS

The Company has not availed any fresh loan/Working Capital facility during the year 20232024 and therefore the company has not carried any valuation on the stock/ other assets during the year.

SUBSIDIARY COMPANY

The Company does not have any Subsidiary/Joint Venture/Associate Company as on and for the year ended 31st March, 2024.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT:

Particulars of the loans given, Investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or security are provided, if any to the Financial Statement.

PARTICULARS OF CHANGE IN BUSINESS

There is no change in the business operations of the Company.

VOLUNTARY REVISION OF FINANCIAL STATEMENTS

We state that there is no Voluntary Revision of Financial Statements during the Financial Year 20232024.

GLOBAL DEPOSITORY RECEIPT

During the year, the company has not received any Global Depository Receipt or American Depository Receipt or warrants or any convertible instruments which has impact on our Share Capital (Equity) of the Company.

COMMODITY PRICE RISK OR FOREIGN EXCHANGE

There is no commodity price risk or foreign exchange risk to the company as our activities are redevelopment including Building and construction activities.

WEB ADDRESS

Our Web address is www.vasinfrastructureltd.com and all the data including Annual Report and various others matters are displayed on our website.

ANNUAL RETURN

As required under Section 134(3)(a) and Section 92(3) of the Act, the data on Annual Return has been uploaded on the Companys website and can be accessed at www.vasinfrastructureltd.com under Investor Relation

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES/INDUSTRIAL RELATIONS

There is no Material Development on human resources /industrial relations front, including number of employees.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

None of the employees are related with any of the Directors of the Company.

STATUTORY AUDITORS

At the 27th AGM held on 22nd September, 2022, M/s. Satyaprakash Natani & Company Chartered Accountants, (Firm Registration No 115438W) were appointed as Statutory Auditors of the Company. Accordingly, the Audit Committee again recommended M/s. Satyaprakash Natani & Company, Chartered Accountants. (Firm Regn. No. 115438W)

Mumbai. as the Companys Statutory Auditors for a further period of three years

i.e.Financial Year 2024-2025 upto to Financial Year 2028-2029.

Further, the Statutory Auditors have issued an Unmodified Opinion on the Financial Statement for the Financial Year 2023-2024 and the Auditors Report forms part of this Annual Report.

Accordingly M/s. Satyaprakash Natani & Company, Chartered Accountants, (Firm Regn. No. 115438W) Mumbai, are proposed to be Re-appointed for a further period of 3 years i.e. Financial Year 2024-2025 as Auditors to hold office from the conclusion of this AGM till the conclusion of the next AGM to be held on or before September 2027, on such remuneration including out of pocket expenses as may be mutually agreed upon by the Board of Directors & Auditors.

None of the Directors including Key Managerial Personnel of the Company or their relatives are concerned or interested in the Resolution.

The Board recommend passing of the Ordinary Resolution set out at Item No. 2 of the Notice for approval by the shareholders.

Cost Auditor

As per Sec. 148 of the Companies Act, the Company is not required to maintain the cost Audit records, as the same is not applicable to our Company.

SECRETARIAL AUDITORS REPORT

As required u/s. 204 of the Act and Reg. 24(A) of SEBI LODR was conducted by CS Pranay Mandhana & Associates, Practising Company Secretary, ACS 60165 (CP No. 23399). The Secretarial Audit Report dated 26.05.2024 is attached and the same forms Part of the Board Report.

The Qualification/ observation made by Secretarial Auditor in his Report, the contents of the said Audit Report are self-explanatory and do not call for any further comments.

Further in the matter of SEBI and as per Qualification (Secretarial Audit Report) dated May 26, 2024, the same has been clarified by the Auditors and also explained under Directors Report are self explanatory.

The Company has obtained Practising Company Secretary Certificate on Corporate Governance on Secretarial Compliance Report attached.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information in accordance with Section 134 (3)(m) of the Companies Act, 2013, read with the

Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 2014 is given as below forming part of this report. The disclosure of particulars with respect to Conservation of Energy is not applicable in the case of your company.

Particulars as required under Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 and forming part of Directors Report for the year ended 31st March, 2024.

	Current Year Rs.	Previous Year Rs.
1. RESEARCH & DEVELOPMENT (R & D)
a) Specific areas in which R & D carried out by the Company	None	None
b Benefits derived as a result of the above R&D (Generation of Solar)	None	None
c Further plan of action:-	None	None
d Expenditure on Research & Development	Nil	Nil
II TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION
a Efforts in brief made towards Technology Absorption, Adaptation and Innovation	Nil	Nil
b Benefit derived as a result of solar *	Nil	Nil
c Particulars of Technology (solar) Amount, spent * Saving in Electricity consumption will be continuous available to the Company	Nil	Nil
ill FOREIGN EXCHANGE EARNINGS & OUTGO
a Activities relating to exports and export plans
b Total Foreign Exchange Used & Earned:
i) Foreign Exchange Used	-	-
ii) Foreign Exchange Earned	-	-

STOCK EXCHANGE

The Company is listed on the Stock Exchange .

1. Bombay Stock Exchange Ltd. and we have paid to BSE Listing Fees for the Year 2024-2025.

DIRECTORS:

The Company has constituted Board but since, the company was under CIRP, the Board powers are suspended.

The Board consists of 2 Directors, out of which one is Executive Director and other one is Independent Director.

Further, as specified by the Secretarial Auditor, we state that none of the Directors on the Board of the Company have been debarred or disqualified from continuing as Director of the Company as prescribed by SEBI and also confirmed by our Secretarial Auditor.

During the year, none of the Directors are seeking re-appointment at this AGM as their terms of Appointment are for 5 years. Accordingly, pursuant to Reg.26(4) and 36(3) of Listing Reg. & Sec. Standard on General Meetings issued by the ICSI, New Delhi, in respect of Director seeking appointment/re-appointment at this AGM not annexed.

Declaration by Mr. Dhrup chand Ramdhar Varma, that he meets the criteria pursuant to provisions of Sec 149(c) of the Companies Act, 2013 are received by the Company.

As regards the Appointment of Women Director under Section 149, of the Companies Act, 2013, your company has already appointed Mrs. Kirti Padave as (Women) Executive Director as per the Board of Directors Meeting held on 14th August, 2012.

DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION BY DIRECTOR FROM A COMPANY

None of the Directors of the Company are receiving any Commission from the Company; hence the requirement of disclosure is not applicable.

DISCLOSURE ABOUT RECEIPT OF COMMISSION / REMUNERATION BY MANAGING DIRECTOR / WHOLE-TIME DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY

Since the Company does not have any Holding or Subsidiary Company, the requirement of disclosure is not applicable. None of the Directors or Independent Directors of the Company are receiving any Commission or Remuneration from its Holding or Subsidiary Company or any Group Companies.

EVALUATION OF BOARD, COMMITTEES & DIRECTORS

Since Board is suspended, no evaluation was conducted.

REPORTING OF FRAUD

The Auditors of the Company have not reported any instances of Fraud Committed against the Company by its officers or employees as specified Under Section 143(12) of the Companies Act, 2013.

SHARES BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

SWEAT EQUITY

During the year, the Company has not issued any Equity Shares with differential rights or any Sweat Equity Shares.

BONUS SHARES

No Bonus Shares were issued during the year under review, hence the requirement of disclosure is not applicable.

EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees, hence the requirement of disclosure is not applicable.

EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The Company has not issued any Equity Shares with Differential Voting Rights during the year under review hence the requirement of disclosure is not applicable.

FAMILIARIZATION PROGRAMME

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the company and related matters are put on the website of the company at www.vasinfrastructureltd.com.

RISK MANAGEMENT

Pursuant to Section 134(3) (n) of the Companies Act, 2013 and relevant Regulation of Listing Regulation 2015, the Company has adopted a Risk Management Policy for the identification and implementation of a Risk Mitigation Plan for the Company. The company has included appropriate procedures to inform the Committee about the Risk Assessment and minimization procedures. The Committee periodically revisit and reviews the overall Risk Management Plan for making desired changes in response to the dynamics of the business.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Details in respect of Vigil Mechanism and Whistle Blower Policy are provided in the Corporate Governance report forming Part of this Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

There are no significant materials orders passed by The Regulatory or Courts or Tribunal, which would impact the going concern status of the company and in its future except approval of the Resolution Plan vide order NCLT order dated March 11, 2024.as stated above.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to our Company.

INTERNAL CONTROL SYSTEMS

The Company has got internal control system commensurate to the size and the systems and operations. It is supplemented by extensive internal audit procedures, reviewed by Management and Audit Committee. The internal audit covers all the activities of the company. Company reviews findings of internal audit system on regular basis and they are upgraded based on internal audit recommendations. Companys statutory Auditors have confirmed the adequacy of internal control systems.

DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 134 (5)

The Committee of Directors of the Company confirm that:

1. The preparation of the Annual Account, the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given.

2. Selected such accounting policies and applied them consistently and made judgements 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 or loss of the Company for that period.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Accounts have been prepared on a going concern basis.

5. The Company had laid down internal financial controls and such internal financial controls are adequate and were operating efficiently.

6. The Company had devised proper system to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating efficiently.

All documents referred to in the accompanying Notice are open for inspection at the Registered Office of the Company during the office hours of the Company on any working days up to September 23, 2024, between 2.00 PM to 4.00 PM

I. PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/EMPLOYEES

The details as required under Sec. 197 of the Companies Act, 2013, and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel),

None of the Directors/KMP/Employees are drawing remuneration in excess of the limits during the year under review.

Details of remuneration paid during the Financial Year 2023-2024

S.NO.	Name	Fees
1.	Mr. Dhrupchand Varma	Nil
2.	Mrs. Kirti Padave	Nil
3.	Mr. James Desai	Nil

SALARY PAID TO EXECUTIVE DIRECTOR AND KEY MANAGERIAL PERSONNEL

S.NO.	NAME	Total Salary including perks	% INCREASE / DECREASE IN REMUNERATION (median)
1	Mrs. Kirti Padave (Executive Director)	11,52,280.00	-1.79
2	Mr. Hariram Bijlani (Company Secretary) - KMP (Resigned on 19.01.2024)	1,819,658.00
3	Mr. James Desai (CFO-KMP)	6,50,248.00	38.00

1. The percentage increase, decrease in the median remuneration of employees in the financial year: NIL

2. The number of permanent employees on the rolls of Company as on 31.03.2024 - Nil

3. Affirmation that the remuneration is as per the Remuneration Policy of the Company:

It is affirmed that the remuneration paid is as per the Remuneration Policy applicable for Directors, Key Managerial Personnel and other employees, adopted by the Company.

DIRECTORS SEEKING APPOINTMENTS & RE-APPOINTMENT

As stated, Pursuant to Regulation 36 of SEBI (LODR) Regulation 2015, none of the Directors to be re-appointed at this AGM and the same is not applicable.

CESSATION

Mr. Ravindra Dungarshi resigned with effect from March 6, 2024

Mr. Ajay Jani, Independent Director resigned with effect from March 6, 2024

COMPANY SECRETARY

Mr. Hariram K. Bijlani, Company Secretary resigned with effect from January 19, 2024.

The Board places on record the valuable services rendered by them during their tenure of services with the Company.

TAXATION

The Companies Income Tax Assessment have been completed upto the Assessment Year 2016-2017. The assessment for FY 2017-18 is under review by the Tax authorities. All other applicable compliances are compiled with upto FY 23-24.

INDUSTRIAL RELATIONS

Industrial Relations with all the employees of the Company were cordial during the year under review.

SEXUAL HARASSMENT ON WOMEN (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has formed an Internal Complaints Committee (ICC) which is responsible for Redressal of complaints related to Sexual Harassment as per the policy.

During the year under review, there was no complaint on sexual harassment of women/employees.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management discussion and Analysis Report gives a detailed account of state of Affairs forms Part of this Annual Report.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance alongwith a Certificate from Auditors of the Company regarding the compliance with the conditions of Corporate Governance as stipulated under Part E of Schedule V of SEBI LODR forms Part of this Annual Report.

Since the details regarding composition and meetings of the Board of Directors and its committee are covered under the Corporate Governance Report, the same are not repeated here for the sake of brevity.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD

The applicable Secretarial Standard i.e. SS-1 and SS-2 relating to the meetings of the Board of Directors and General Meetings have been duly complied by the company.

INSIDER TRADING REGULATIONS & CODE OF DISCLOSURE

The Board of Directors have adopted the Code of Practice and procedures for fair disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and conduct for Regulating Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation 2015.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions (RPT) entered into by the Company during the year under Review were at arms length basis in the Ordinary course of business.

There were no materially significant Related Party Transactions made by the Company with the Promoters/Directors/KMP or other designated persons which could have potential conflict with the interest of the Company at large. All the Related Party Transactions (RPT) are placed before the Audit Committee for its approval. As such, no particulars of such contracts or arrangements are furnished. The same has been enumerated in Notes.

In accordance with the requirement of SEBI, LODR the Company has formulated and adopted policy for determining materiality of and dealing with RPTs. Those policies have been amended from time to time with the amendment of SEBI, LODR. These codes and policies are already displayed on Companys website at www.vasinfrastructureltd.com.

ENVIRONMENT PROTECTION AND POLLUTION CONTROL

The Company has always been socially conscious corporate and has always carried forward all its operations and procedures for Environment friendly norms with all necessary clearances.

CAUTIONARY FORWARD LOOKING STATEMENT

Certain statement in the Directors Report describing the Companies objectives, projections, estimates, expectations or predicators may be forwarding looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Companies operations include Labour and material availability and prices, cyclical demand and pricing of the companies principal markets, changes in government, regulations, tax, economic development within India and other incidental factors

GREEN INITIATIVES

Electronic copies of the Annual Report 2023-2024 and the Notice of the AGM are sent to all the members whose email address are registered with the R&T Agents i.e. Link In Time (I) Pvt. Ltd.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to the State and Central Government for their Co-operation and dedicated and devoted services rendered by the employees of the Group of Companies at all levels. Your Directors also thank the Bankers, customers, shareholders and the suppliers of services of your Company for their co-operation and valuable support.

	For Vas Infrastructure Ltd.
	Sd/-	Sd/-
Place : Mumbai	Dhrupchand R.Varma	(Ashok Kumar Golechha)
Dated :13.08.2024	Director	Resolution Professional
	DIN: 09429519	Regn.No.IBBI/IPA-002/IP- N000932/2019-2020/12973