Vascon Engineers Ltd Directors Report.

Dear Members,

The Board of Directors are pleased to present the Companys 34th Annual Report on the business and operations of the Company together with the audited financial statements (standalone and consolidated) for the financial year ended March 31, 2019.

1. Financial highlights

Table 1 gives the financial highlights of the Company for FY 2019 as compared to the previous financial year, on consolidated and standalone basis.

(र in lakhs)

Particulars Consolidated Standalone
FY 2019 FY 2018 FY 2019 FY 2018
Net Sales /Income from Business Operations 52411.48 54058.06 36345.15 33535.48
Other Income 3689.68 3793.34 2879.51 2406.01
Total Income 56101.16 57851.40 39224.66 35941.49
Profit /(loss)before Interest and Depreciation 4398.87 4460.23 4453.14 3829.59
Less Interest 2631.51 2528.17 2235.49 1936.37
Profit /(loss)before Depreciation 1767.36 1932.06 2217.65 1893.22
Less Depreciation and amortisation 1341.72 1431.64 798.59 751.77
Profit / (loss) after depreciation and Interest 425.64 500.42 1419.06 1141.45
Exceptional Item
Less Current Income Tax 3.15 8.54 1.20 -
Less Previous year adjustment of Income Tax (103.22) (55.43) (103.22) (55.43)
Less Deferred Tax (2.05) 82.24 - 57.45
Net Profit after Tax 527.76 465.07 1521.08 1139.43
Remeasurement of Benefit liabilities/(Assets) (62.90) 75.16 (31.61) 23.73
Income Tax relating to items that will not be reclassified to profit & loss account 8.71 (17.17) - -
Total Comprehensive Income 473.56 523.06 1489.47 1163.16
Less Minority share of profits / losses (157.99) (97.56) - NA
Dividend (including Interim if any and final ) - - - -
Net Profit after dividend and Tax 631.55 620.62 1489.47 1163.16
Earnings per share (Basic) 0.39 0.34 0.86 0.67
Earnings per Share(Diluted) 0.39 0.33 0.86 0.66

Notes: FY2019 represents fiscal year 2018 19, from 1 April 2018 to 31 March 2019, and analogously for FY 2018 and other such labeled years.

2. Business Performance

The total standalone sales for FY 2019 are Rs 36345.15 lakhs as compared to र 33535.48 lakhs for FY 2018. The Company made a PAT of र 1521.08 lakhs in FY 2019 compared to र 1139.43 lakhs in FY 2018.

3. Consolidated Results

The turnover of the Company was Rs 52411.48 lakhs in Financial Year 2019 against Rs 54058.06 lakhs in FY 2018. Profit after tax before Minority Interest for Financial Year 2019 was र 527.76 lakhs as compared to Rs 465.07 lakhs in FY 2018.

4. Business Operations & Future Outlook

The company is refocusing on its core area of operations, Viz., EPC and Real Estate. In view of the Governments emphasis on affordable housing, your company has a sharp focus on this segment. While procuring the contract, the company lays emphasis on the priority of the project to the clients, the importance of value add in the project, and a special focus on affordable housing segment. The company has done extensive research on this area and has developed a special expertise on execution of such projects.

We foresee that the quality developers shall have an edge over others due to more stringent regulatory changes in this area. Growth in the Indian economy and likely reduction in interest rates, pickup in housing segment can be expected. With the Government emphasis on

Housing for All and development of affordable housing, your Company shall look for favorable opportunities in this niche segment.

5. Credit Rating

The Companys financial prudence is reflected credit ratings ascribed by Rating Agency as given below:

Instrument Rating Agency Rating Outlook
Long Term Instrument SMERA BBB- Stable
Short Term Instrument SMERA A3 NA

6. Transfer to Reserves

The Company has not proposed to transfer any amount to the General Reserve.

7. Dividend

Considering the Cash Flow Situation, we do not recommend any dividend for the year under review.

8. Share Capital

The Company has allotted 40,00,000 equity shares of र 28/- each fully paid on August 14, 2018 (including premium of र 18 each) under Employee Stock Option Scheme, 2017 (‘ESOS, 2017). All the allotted equity shares rank pari passu in all respects with the existing Equity Shares of the Company.

Consequently, the total issued, subscribed and paid-up share of the Company has increased to र178,13,67,160 consisting of 17,81,36,716 equity shares of र 10 each fully paid up on the date of this Report.

Non-convertible Debentures

Your Company had raised funds amounting to र 110 crores by issuing Non-Convertible Debentures carrying a coupon rate of 15.5% with a tenor of 48 months on Private Placement Basis to Kotak Investment Advisors Limited.

9. Fixed Deposits

The details of deposits accepted during the year FY 2019 under review are as below:

Particulars Amount (in )
1 Amount accepted during the year 5, 00,000
2 Amount remained unpaid or unclaimed as at the end of the year. None
3 Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved. No
i) at the beginning of the year
ii) maximum during the year
iii) at the end of the year
4 Details of deposits which are not in Compliance with the requirements of the Act. No

10. Change in the Nature of Business, if any

During the year, there was no change in the nature of business of the Company or any of its subsidiaries.

11. Material Changes and Commitments affecting the Financial Position of the Company

There are no material changes affecting the financial position of the Company subsequent to the close of the FY 2019 till the date of this report

12. Adequacy of Internal Financial Controls with in the strong

Reference to the Financial Statements

The Board has adopted systems, policies and procedures for efficient conduct of business, operations, safeguarding its assets and prevention of frauds. This ensures accuracy and completeness of accounting records and its timely preparation.

13. Subsidiaries, Associates and Joint Ventures

During the year under review, following changes took place with respect to Subsidiaries and Associates:

On January 7, 2019, Vascon EPC Limited was incorporated as Wholly Owned Subsidiary of Vascon Engineers Limited.

On February 27, 2019, Vascon Saga Construction LLP was incorporated as Joint Venture with Saga Infra Solutions

The list of subsidiaries and associates of your Company as on March 31, 2019 forms a part of MGT-9 (extract of Annual Return) which is annexed as Annexure-VII to the Boards Report.

As per Section 129(3) of the Companies Act, 2013, where the Company has one or more subsidiaries, it shall, in addition to its financial statements, prepare a consolidated financial statement of the Company and of all subsidiaries in the same form and manner as that of its own and also attach along with its financial statement, a separate statement containing the salient features of the financial statement of its subsidiaries.

In accordance with the above, the consolidated financial statement of the Company and all its subsidiaries and joint ventures prepared in accordance with Accounting Standards 21 and 27 as specified in the Companies (Accounts) Rules, 2014, form part of the annual report. Further, a statement containing the salient features of the financial statement of our subsidiaries and joint ventures in the prescribed Form AOC-1, is attached as "Annexure

I" to the Boards Report. This statement also provides the details of the performance and financial position of each subsidiary. It gives idea about overall performance and their contribution.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements and related information of the subsidiaries, where applicable, will be available for inspection during regular business hours at the Companys registered office in Pune, India. These will also be available on our website at http://vascon.com/investor.asp.

14. Particulars of Loans, Guarantees Or Investments

The Company makes investments or extends loans/ guarantees to its wholly owned subsidiaries for their business purpose. Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, along with the purpose for which such loan or guarantee is proposed to be utilized by the recipient, form part of the notes to the financial statements provided in this annual report.

15. Corporate Governance and Additional Shareholders Information

Your company practices a culture that is built on core and ethical values. A detailed report on the corporate governance systems and practices of the Company is given separately in this annual report.

Company A certificate confirming compliance with the conditions of corporate governance is attached to the report on corporate governance. of Appreciation

16. Awards and Recognitions:

During F.Y. 2018-19, your Company had received 22 awards. They are:

1. 9th Realty Plus Awards, Pune Lifetime Achievement Award of the Year Mr. R. Vasudevan

2. 9th Realty Plus Awards, Pune Iconic Project of the Year Award - Windermere

3. 9th Realty Plus Awards, Pune CSR Excellence Award Vascon Engineers Ltd.

4. Realty Leaders Summit & Awards 2018 - Real Estate Achiever Award of the Year Mr. R. Vasudevan

5. Realty Leaders Summit & Awards 2018 - Most Trusted Developer Residential of the Year (Maharashtra) - Vascon Engineers Ltd.

6. Daily Indian Media - Trendsetter Top 30 – Vascon Engineers Ltd.

7. Insights Success - The 10 Best Construction Companies in 2018 - Vascon Engineers Ltd.

8. 10th Realty+ Conclave & Excellence Awards 2018 (West) - Emerging Developer of the Year Vascon Engineers Ltd.

9. Golden Brick Award 2018, Dubai - Black - Ink Award Print Media Ad Design - Windermere 10. Golden Brick Award 2018, Dubai - Housing Project Of The Year (Regional) Vascon Goodlife, Katvi. 11. ACEF Asian Leadership Award, 2018 - Excellence in Launch Marketing Vascon Goodlife 12. Big Bang Awards 2018, Bangalore - Awards for Excellence in Communication & Media: Real Estate Television 13. Big Bang Awards 2018, Bangalore - Awards for Excellence in Communication & Media: Real Estate - Integrated Campaign

14. Asia Real Estate Excellence Award 2018 - the Best EPC Company - Vascon Engineers Ltd.

15. CORP COM & PR EXCELLENCE 2018 – PR Champion of the Year Vascon Goodlife 16. CORP COM & PR EXCELLENCE 2018 - Best Launch Campaign / Communication of the Year Vascon Goodlife

17. The Economic Times Best Realty Brands 2018 Vascon Engineers Ltd.

18. 10th REALTY+ EXCELLENCE AWARDS 2019 PUNE-Integrated Brand Campaign of the Year - Vascon Goodlife, Katvi

19. 10th REALTY+ EXCELLENCE AWARDS 2019 PUNE - Budget Housing Project of the Year – Vascon Goodlife, Katvi

20. Times of India Real Estate Icons of Pune Mr. Siddharth Vasudevan. for 21. Sampoorna Pune Certificate CSR Champions Vascon Engineers Ltd.

22. Times Realty Icons 2019-Best Super Luxury Segment Home for Windermere Project

17. Management Discussion and Analysis

A detailed report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), is provided as a separate chapter in the annual report.

18. Board of Directors and Key Management Personnel

As per Section 152(6)(c) of the Companies Act, 2013, Mr. R. Vasudevan, Executive Director(DIN: 00013519) of the Company retires by rotation at the forthcoming 34th AGM and being eligible, seeks re-appointment. The term of office of Mr. V. Mohan and K. G.

Krishnamurthy as an Independent Director is upto this Annual General Meeting. The Board of Directors upon recommendation of Nomination and Remuneration Committee has recommended re-appointment of Mr. V. Mohan and Mr. K. G. Krishnamurthy as Independent

Directors of the Company for a second term of 5 (five) consecutive years on the expiry of their current term of office General Meeting. Pursuant to provisions of Section 134(3)(d) of the Companies Act, 2013 with respect to statement on declarations given by Independent Directors under

Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of Independence as provided in the said section 149(6) of the Act and Regulation 16(1)(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which affects their status as Independent Directors.

The Company has received Form DIR-8 from all Directors pursuant to Section 164(2) and rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014. Brief Profile of the Directors seeking appointment/reappointment has been given in the Explanatory Statement to the Notice of the ensuing Annual General Meeting.

Key Managerial Personnel (KMPs)

For the purposes of the provisions of Section 203(1) (i) of the Companies Act, 2013 read with Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following officers of the Company are hereby designated as the Key Managerial Personnel of the Company:

Dr. Santosh Sundararajan, Chief Executive Officer; Mr. D. Santhanam, Chief Financial Officer; Mr. M Krishnamurthi, Company Secretary and Compliance Officer (upto 30.09.2018) and Mrs. Vibhuti Darshin Dani, Company Secretary and Compliance Officer (w.e.f. October1, 2018)

Mr. Somnath Biswas has been promoted as Chief Financial Officer w.e.f 1.9.2019 in place of Mr. D. Santhanam who retires on 31.8.2019.

Remuneration and other details of Key Managerial Personnel are provided in form MGT-9 which is set out at Annexure VII to Boards Report.

19. Meetings:

A calendar of Board Meetings, Annual General Meeting and Committee Meetings is prepared and circulated in advance to Directors of your Company. The Board of Directors of your Company met 7 times during the Financial Year 2018-19 (including a separate meeting of Independent Directors). The maximum gap between two Board Meetings did not exceed 120 days.

Details of Board Meetings are laid down in Corporate Governance Report which forms a part of this Report.

20. Performance Evaluation

As per provisions of the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations,anevaluation literate and have of the performance of the Board of Directors and Members of the Committees was undertaken. Schedule IV of the Companies Act states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The policy is attached at Annexure D to Corporate Governance Report.

Accordingly, the evaluation of all the Directors individually and the Board as a whole including members of Committees was conducted based on the criteria and framework adopted by the Board. The contribution and impact of individual Directors and Committee Members was reviewed through a peer evaluation, on parameters such as level of engagement and participation, flow of information, independence of judgment, conflicts resolution and their contribution in enhancing the Boards overall effectiveness. None of the Independentthey areDirectors are due for reappointment.

During the year under review, the Independent Directors of the Company met on February 13, 2019, inter-alia, for: i. Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole. ii. Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non- Executive Directors. iii. 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.

21. Appointment Of Directors And Remuneration Policy

The assessment and appointment of members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise and specific qualification required for the position. The potential Board member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations.

In accordance with Section 178(3) of the Companies Act, 2013, provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and on recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel and Senior Management. The policy is attached as an annexure to the Corporate Governance report.

22. Audit Committee

The composition of Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with rules issued thereunder and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee of the Board of Directors consists of three Independent Directors and one Whole Time Director. The members of Audit in Committee are financially financial management. Since the Chairman of the Board is Executive, appointment of Chairman is done in each Meeting. Presently, the Committee comprises of Mr. V.

Mohan, Independent Director, Mr. K. G. Krishnamurthy, Independent Director and Mr. Mukesh Malhotra, Independent Director and Mr. R. Vasudevan, Chairman of the Board. Mrs. Vibhuti Darshin Dani acts as Secretary of the Committee.

The Board has accepted all recommendations made by the Audit Committee during the year.

23. Business Risk Management

The Company has established a well documented and robust risk management framework under the provisions of Companies Act, 2013. Under this framework, risks are identified across all business process of the Company on continuous basis. Once identified, systematically by categorizing them. It has been identified as one of the Key enablers to achieve the Companys objectives. Increased competition, impact of recessionary trends on the award of jobs and man power attrition are some of the major risks faced in the industry. However, your company has adopted risk mitigation steps so as to protect the profitability of the business. It is hereby confirmed that there are no elements of risk which in the opinion of Board may threaten the existence of Companies.

24. Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, your Directors state that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. The directors have 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 March 31, 2019 and of the profit and loss of the company for that period;

3. 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;

4. The directors had prepared the annual accounts on a going concern basis; and

5. The directors, had laid down internal financialcontrols to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

25. Secretarial Standards:

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meeting of Board of Directors and ‘General Meetings respectively have been duly followed by the Company.

26. Related Party Transactions

All transactions entered into with Related Parties as defined under Section 2(76) of the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements)

Regulations, 2015, ("The Listing Regulations"), during the financial year were in the ordinary course of business and at an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

No material Related Party Transactions i.e. transactions exceeding 10% of the annual consolidate turnover as per the last audited financial statement, were entered during the year by your company.

There were no transactions with related parties which requires compliance under Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Suitable disclosure as required by Indian Accounting Standards (IND AS 24) has been made in the notes forming part of Financial Statements. The particulars of Related Party transactions in prescribed form AOC-2 are attached herewith at Anneuxure-II.

27. Vigil Mechanism / Whistle Blower Policy

The Company has Whistle-Blower policy (Whistle-Blower/

Vigil Mechanism) to report concerns. Under this policy, provisions have been made to safeguard persons who use this mechanism from victimization.

An Independent member of Audit Committee is the Chief of Vigil Mechanism. The policy also provides access to the chairperson of the Audit Committee under certain circumstances. The details of the procedure are also available on the Companys website http://vascon.com/ investor/services

28. Auditors

Statutory Auditors

Deloitte Haskins & Sells LLP, Chartered Accountants, the statutory auditors of the Company, hold office till the conclusion of the 34th Annual General Meeting of the Company. The Board has recommended the appointment of M/s Sharp & Tannan Associates, Chartered Accountants as the statutory auditors of the Company in their place, for a term of five consecutive years, from the conclusion of the 34th Annual General Meeting of the Company till the conclusion of the 39th Annual General Meeting of the Company, for approval of shareholders of the Company, based on the recommendation of the Audit Committee.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, Mr. Kulbhushan D. Rane, of K.D. Rane & Associates, practicing Company Secretary was appointed to conduct the secretarial audit of the Company for FY 2019. The secretarial audit report for FY 2019 is attached as "Annexure III". For FY 2020, based on the consent received from K.D.

Rane & Associates, Practicing Company Secretary and on the recommendations of the Audit Committee, the Board has appointed K D Rane & Associates, Practicing Company Secretary, as Secretarial Auditor of the Company for FY 2020.

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company maintains the cost audit records. Your Board has, on the recommendation of the Audit Committee, appointed Mrs. Varsha S. Limaye, Cost Accountants (Membership No.12358) as cost auditors of the Company for the FY 2020 at a remuneration of र 2, 50,000/- (Rupees Two Lacs Fifty Thousand Only) plus service tax as may be applicable.

The provisions of section 148(1) Companies Act, 2013 are applicable to the Company and accordingly Company has maintained Cost records for the Financial year ended March 31, 2019

29. Boards Response on Auditors Qualification,

Reservation Or Adverse Remark Or Disclaimer Made

There are no qualifications, remarks made by the statutory auditors in their report or by the Practicing Company Secretary in the secretarial audit report except: Statutory Auditors comment on delay in payment of Statutory Dues in their Annexure to the Report:-

Reply: The Company is planning to liquidate some of its non-core assets. The Cash Flow shall enable the Company to pay dues..

30. Reporting of Frauds

During the year, there were no instances of frauds reported by auditors under Section 143(12) of the Companies Act, 2013.

31. Significant and Material

Regulators

During FY 2019, there were no significant and/or material orders, passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Companys operations in future.

32. Corporate Social Responsibility Initiatives

During the year under review, the Company has been recognised as CSR Champion of Sampoorna Pune because of contribution to the Digital Empowerment Track.

Vascon has been an early adopter of Corporate Social Responsibility initiatives. The Company works with

Vascon Moorthy Foundation (‘VMF) towards improving healthcare, supporting child education and many such activities for the welfare of the Society. As per Section 135 of the Companies Act, 2013, the Company has a Corporate Social Responsibility (CSR) Committee of its Board of Directors. Our Corporate Social Responsibility Committee comprises Mr. R. Vasudevan, Chairman of the Committee, Mr. V. Mohan, Member and Ms. Sowmya Vasudevan Moorthy, Member.

During the year, the Committee monitored the implementation and adherence to the CSR policy. Our CSR policy provides a constructive framework to review and organize our social outreach programs in the areas of health, livelihood and education. The policy enables a deeper understanding of outcome focused social development through diverse collaborations. Reasons for amount unspent

Though the Company could utilize more than 75% amount, Company cannot identify eligible activity/ies to spend balance amount of र 2,86,022. The Company also spends actively in various communities and on social initiatives. These expenditures, while in the nature of CSR spend, do not qualify under Section 135 of the Companies Act 2013. The Report on CSR activities of the Company is attached as "Annexure IV" 33. Information Required Under Sexual Harassment Of

Women At Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. The Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, color, nationality, disability, etc. All women associates (permanent, temporary, contractual Passed by the Courts/ and trainees) as well as any women visiting the Companys office premises or women service providers are covered under this Policy.

All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

The Company has in place an appropriate policy in accordance with prohibition of sexual harassment of women at workplace (Prevention, prohibition and redressal) Act, 2013 to prevent sexual harassment of its employees. The necessary disclosure in terms of requirements of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 in this regards is given below:

a. No. of complaints filed during the Financial Year Nil
b. No. of complaints disposed off during the Financial Year Nil
c. No. of complaints pending as on end of Financial Year Nil

34. Transfer of unpaid and unclaimed amounts to Investor Education And Protection Fund (‘IEPF)

Adhering to the various requirements set out in the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the Company has during financial year 2018-19, transferred to the IEPF Authority all shares in respect of which dividend had remained unpaid or unclaimed for seven consecutive years or more as on the due date of transfer i.e. November 15, 2018. Details of shares transferred to the IEPF Authority are available on the website of the Company and the same can be accessed through the link https://vascon.com/investor/shares-information. The said details have also been uploaded on the website of IEPF with 5 star rating issued by

Authority and the same can be accessed through the link: www.iepf.gov.in.

Members may note that shares as well as dividend transferred to IEPF Authority can be claimed back from them. Concerned members/investors are advised to visit the weblink: www.iepf.gov.in or contact Karvy for lodging claim for refund of shares and/or dividend from the IEPF Authority.

35. Employees Stock Option Schemes

During the year under review, there were no material changes in the Employee Stock Option Scheme, 2017 of the Company except variation in price from existing price of र 28 to र 15. The Scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and the details as required under the said Regulations are available on website of the Company http://vascon.com/ investor/services.

The applicable disclosures as stipulated under SEBI guidelines with regard are attached as "Annexure V".

36. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as "Annexure VI".

In terms of Section 197(12) of the Companies Act, 2013, readwithRule5(2)and5(3)oftheCompanies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of limits set out in said rules forms part of the annual report.

Considering the first proviso to Section 136(1) of the

Companies Act, 2013, the Annual Report, excluding the aforesaid information, is being sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

37. Conservation of Energy, Research and Development,

Technology Absorption, Foreign Exchange Earnings and Outgo

The Company focuses on conservation of energy in its projects. Many of our projects are eco-friendly. One of our project (Windermere) is duly certified by IFBC- Pre-Certified Project issued by Indian green Building Council Company has also received another certificate- Eco housing Certificate and Technology.

We focus on preserving natural resources like trees, canals and other resources while designing the projects. Our Company has not imported any technology or other items, or carried on the business of export or import. Therefore, the disclosure requirements against technology absorption are not applicable to the Company.

During the year under review, total Foreign Exchange Earnings and Outgo is as under:

(र In lakhs)

Particulars FY 2019 FY 2018
Foreign Exchange Earning 307.32 Nil
Expenditure in Foreign Exchange 6.98 25.84

38. Extract of the Annual Return

The details forming part of the extract of the annual return in Form MGT-9 is attached as "Annexure VII".

39. Acknowledgement

Your Directors would like to acknowledge and place on record their sincere appreciation for the assistance and co-operation received from Financial Institutions, Banks,

Government Authorities, Shareholders, Investors and

Business Partners.

Yours Directors also wish to place on record the deep sense of appreciation for the committed services by the Company executives and staff.

For and on behalf of the Board of Directors
R. Vasudevan
Chairman
Place: Pune
Date: August 12, 2019