To the members of Veer Global Infraconstruction Limited.
Your Directors have pleasure in presenting their 12th Annual Report on the
business and operation of the Company and Audited Accounts of the Company for the
financial year ended as on 31.03.2023.
Financial Results: The financial results of the Company for the year under review are
summarized as under.
| Item |
As on 31.03.2023 |
As on 31.03.2022 |
| Turnover |
113839794 |
77621983 |
| Other Income |
0 |
0 |
| Profit (Loss) before taxations |
9759520 |
5163596 |
| Balance b/f from last year |
10675888 |
6763628 |
| Provisions / Prior period adjustments. |
2606432 |
1251336 |
| Carried to Balance Sheet |
17828976 |
10675888 |
The financial results of the company are also available on the website of the company.
Operations during the interim period: There are no material changes and commitments
affecting the financial position of the company between the end of financial year and the
date of report.
Dividends: So far, the Board has not recommended any dividend during the financial year
2022-23.
Bonus: The Board has considered and approved the issue of 1 bonus equity share of face
value of Rs. 10/- each against 1 equity share of face value of Rs. 10/- each. This is
subject to shareholders approval.
Deposits: The Company has not accepted any Deposit within the meaning of Section 73 of
the Companies Act, 2013 and rules made there under. As such, no amount of principal or
interest was outstanding as of the Balance Sheet date, nor is there any deposit in
non-compliance of Chapter V of the Companies Act, 2013.
Subsidiary Companies: During the year, the Company has no subsidiary Company.
Financial Position and Performance of Subsidiaries, Joint Ventures and Associates:
During the year, the Company has no subsidiary Company and Joint Ventures and Associates
for the reporting period.
Consolidated Financial Statements and Cash Flow Statement: During the reporting period,
the Company has no subsidiary Company.
Directors Responsibility Statement: Pursuant to clause (c) of sub-section 3 of section
134 of the Companies Act, 2013 the directors state that:
A. In the preparation of the Annual Accounts for the year ended 31st March, 2023, the
applicable accounting standards have been followed along with proper explanations.
B. Appropriate Accounting Policies have been applied consistently. Judgment and
estimates, which are reasonable and prudent, have been made so as to give a true and fair
view of state of affairs of the company as at the end of the financial year and of the
profit of the company for the period:
C. Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of Companies Act, 2013, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
D. The Annual Accounts for the year ended 31st March, 2023 have been prepared on a
going concern basis.
E. The Internal Financial control as laid down have been followed by the Company and
such internal financial controls are adequate and were operating effectively.
F. The proper systems devised by the Board of Directors of the Company to ensure
Compliance with the provision of all applicable laws and that such systems were adequate
and operating effectively.
Internal Control System and their adequacy: The Company has proper and adequate
internal control systems, which ensure that all assets are safeguarded against loss from
unauthorized use and all transactions are authorized, recorded and reported correctly. The
Management continuously reviews the internal control systems and procedures to ensure
orderly and efficient conduct of business. Internal audits are regularly conducted, using
external and internal resources to monitor the effectiveness of internal controls.
Technology: The Company is using modern technology available for the entire
construction process. The management is paying its proper attention to get the maximum
yield coupled with quality with requisite quantity of energy.
Foreign Exchange Earnings and Outgo: There is no inflow or outflow of foreign exchange
during the year. No import or export took place for the company business.
Details of Directors and Key Managerial Personnel: Sh. Priyank Chandrakant Parikh (DIN:
06615205), Director of the Company, retires at the forthcoming Annual General Meeting and
is eligible for re-appointment. The Board recommends his reappointment. Details of the
proposal for her appointment are given in the Notice of the Annual General Meeting.
Board Evaluation: The Company has devised a policy for performance evaluation of
Independent Directors, Board, Committees and other individual Directors which include
criteria for performance evaluation of the non-executive directors and executive
directors. On the basis of the policy for performance evaluation of Independent Directors,
Board, Committees and other individual Directors, a process of evaluation was followed by
the Board for its own performance and that of its committees and individual Directors.
The following policies of the company are attached herewith marked as Annexure-I for
selection of Directors and determining Directors independence;
Key Managerial Person: During the year under review, Smt. Payal Kothari, ACS, worked as
the Company Secretary of the company and the members approved the appointment of Smt.
Payal Kothari as Company Secretary cum Compliance Officer of the Company for the current
Financial Year 2022-23.
Particulars of Employees:
Disclosures with respect to the remuneration of the Directors, KM Ps and Employees 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 given in
Annexure-II to this Report.
No such employee is employed throughout the financial year who is in receipt of
remuneration which invokes the reporting requirement as provided under Section 5(2) of the
companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Vigil Mechanism:
The Company has established vigil mechanism and adopted whistle blower policy for
directors and employees to report concerns about unethical behavior, actual or suspected
fraud or violation of the companys code of conduct or ethics policy. The policy on Vigil
mechanism and Whistle blower policy of the company are attached herewith marked as
Annexure-III.
Extract of Annual Return: Extract of Annual Return as provided under sub-section (3) of
section 92 of Companies Act, 2013 is attached herewith. (Annexure IV)
Web link of Annual Return: Annual Return in Form MGT-7 is available on the website of
the company at www.veeroloballtd .com
Number of Meetings of the Board: Numbers of Meetings of the Board during the year
2022-23 were 6 (Six) which were held on 06.04.2022, 30.05.2022, 24.09.2022,
11.11.2022,16.01.2023,18.03.2023.
Related Party Contracts or arrangements: During the year under review the company has
entered into various related party transactions. These were submitted for approval of
proper and competent authorities. Agreements and contracts executed and entered with such
parties were approved and ratified wherever required by the competent authority. The
Statement of Related Party transactions is enclosed in the Annexure VI.
Secretarial Audit: The Company has appointed M/s. B.L. Harawat and Associates, Company
Secretaries as Secretarial Auditors to conduct the audit of secretarial and related
records of the Company for the FY ended 31st March, 2023. The Secretarial Audit
report as received from above named auditor is attached herewith marked as Annexure-VII
Auditor and Auditors Report: Existing auditor of the company namely M/s Bansilal Shah
& Company are eligible for appointment as Auditors. The Audit Report as received from
above named auditor is attached herewith marked as Annexune- VIII
Cost Audit: The Cost Audit provisions are not applicable for the company during the
financial year 2022-23.
Particulars of Loans, guarantees or investments u/s 186: No loan was given or no
investments were made by the company during the year. At the same time the company had
given no guarantee and offered security which requires disclosure pursuant to section
186(4) of the Companies Act, 2013.
General: Your Directors state that no disclosure or reporting is required in respect of
the following items as there were no transactions on these items during the year under
review:
(a) Issue of equity shares with differential rights as to dividend, voting or
otherwise.
(b) Issue of shares (including sweat equity shares) to employees of the Company under
any scheme.
(c) None of the Whole-time Directors of the Company receive any remuneration or
commission from any of its subsidiaries.
(d) No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Companys operations in future.
Your Directors further state, that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
Corporate Governance: As per regulation 15(2) of the Listing Regulation, the Compliance
with the Corporate Governance provisions shall not apply in respect of the following class
of the Companies:
a) Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net
worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;
b) Listed entity which has listed its specified securities on the SME Exchange.
Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with
the provisions of Corporate Governance shall not apply to the Company and it does not form
the part of the Annual Report for the financial year 2022-2023.
Risk Management: Not applicable.
Internal Financial Controls: Not applicable.
Material Changes & Commitments affecting financial position of the Company,
occurring after Balance Sheet Date: There remains no material change affected after the
date of Balance Sheet which needs to be mentioned specifically. (Rights issue)
Energy Conservation, Technology absorption, FOREX earnings & outgo: No forex
transaction took place during the year by the company. Company being a nonmanufacturing
company power details has not been provided.
Corporate Social Responsibility: Provisions of section 135 of the Companies Act, 2013
read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not
applicable to the company.
Employees Relations: Relations between the management and employees remain cordial
during the year under review. The Directors place on records their appreciations of the
efficient and loyal services rendered by the employees at all levels.
Business Responsibility Reporting: The Business Responsibility Reporting as required by
Clause 55 of the Listing Agreement with the Stock Exchanges is not applicable to your
Company for the financial year ending March 31, 2023.
Green Initiative: Your Company has taken the initiative of going green and minimizing
the impact on the environment. The Company has been circulating the copy of the Annual
Report in electronic format to all those Members whose email addresses are available with
the Company. Your Company appeals other Members also to register themselves for receiving
Annual Report in electronic form.
Compliance with Secretarial Standards: The Company is in compliance with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and
approved by the Central Government under Section 118(10) of the Companies Act, 2013.
Acknowledgement: Directors are thankful to all the shareholders, Advisors, Bankers,
Governmental Authorities, media and all concerned for their continued support. The
Directors acknowledge the commitment and contribution of all employees to the growth of
the Company. Our consistent growth was made possible by their hard work, solidarity,
cooperation and support.
For and on behalf of the Board
VEER GLOBAL INFRACONSTRUCTION LIMITED
Sd/-
(Vijaybhai Vagjibhai Bhanshali)
Managing Director
DIN: 05122207
Place: Mumbai
Date: 06.07.2023
+91-9892691696
