| The Members,
The Directors have pleasure in presenting their Twentieth Annual
Report and the Statement of Audited Accounts of your Company for the 18
months ended 31st March, 2015.
FINANCIAL RESULTS
(Amount in Lacs)
18 months ended 18 months ended
31.3.2015 30.9.2013
Turnover 9345.83 7860.15
Profit/(Loss) Before Depreciation,
Finance Charges & Taxation 2767.66 899.57
Profit/(Loss) before Depreciation & Taxation 206.38 91.12
Profit/(Loss) after Depreciation & Taxation 43.36 78.46
Surplus (Deficit) of Profit and Loss
Account of earlier year 106.43 (27.96)
Balance carried over to Balance Sheet 43.36 78.46
DIVIDEND
Your Directors are pleased to recommend a Dividend at 0.70 paise per
Equity Shares on the face value of Rs.10/- for the year ended
31st March, 2015.
AMOUNT TRANSFERRED TO RESERVES
The Board has decided to carry Rs. 43.36 Lacs to its reserves.
STATEMENT ON COMPANY'S AFFAIRS
There is growth in business and sale of flats have also improved during
the year.
MATERIAL CHANGES SINCE END OF FINANCIAL YEAR TILL DATE OF THIS REPORT
There is no material changes since end of financial year till date of
this Report.
FIXED DEPOSITS
The company has not invited or accepted any Fixed Deposits from the
public during the year under review.
AUDITORS
The Statutory Auditors M/s. Kakaria & Associates, Chartered
Accountants, Vapi are eligible to be re-appointed. The Directors
recommend M/s. Kakaria & Associates, Chartered Accountants, Vapi, to be
re-appointed as Statutory Auditors.
AUDITORS AND SECRETARIAL AUDITORS REPORT
There are no adverse comments or qualification in either Auditor Report
or Secretarial Audit Report.
EXTRACTS OF THE ANNUAL RETURN IN MGT9
The annual return in MGT9 form is annexed herewith as Annexure 'B' to
this Report.
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 for the Eighteen (18) months ended 31st March, 2015. The
disclosure of particulars with respect to Conservation of Energy is not
applicable in the case of your company.
I. RESEARCH & DEVELOPMENT (R & D)
a) Specific areas in which R&D carried out by the Company None
b) Benefits derived as a result of the above R&D None
c) Further plan of action None
d) Expenditure on Research & Development Nil
II. TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION
a) Efforts in brief made towards Technology, Absorption, Adaptation and
Innovation Nil
b) Benefit derived as a result of the above effort Nil
c) Particulars of Technology imported during the last 5 years Nil
III. FOREIGN EXCHANGE EARNINGS & OUTGO
a) Activities relating to exports and export plans Nil
DIRECTORS
Pursuant to the provisions of Section 149, 152 of the Companies Act,
2013 and Rules made there under read with Schedule IV of the Companies
Act, 2013 it is proposed to appoint Mr. Babulal Bansilal Jain and Mr.
Ganesan Venkatraman as Independent Directors of the Company for a fixed
period of Five (5) years from April 1, 2015 and are not liable to
retire by rotation.
Declaration by Independent Directors Mr. Babulal Bansilal Jain and Mr.
Ganesan Venkatraman that they meet the criteria pursuant to provisions
of Sec 149(c) of the Companies Act, 2013 and clause 49 of the listing
agreement with BSE Ltd. are received by the Company.
The details of programmes for familiarisation 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 up on the website of the
Company at the link : www.vasinfrastructureltd.com.
As regards the appointment of Women Director under section 149 of the
Companies Act, 2013, your company has already appointed Mrs. Kirti
Kishore Padave as Women (Executive) Director as per the Board of
Directors Meeting held on 14th August, 2012.
CHANGE IN COMPANY SECRETARY
In compliance of Section 203 of the Companies Act, 2013, read with
Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014, it is informed that Mr. Hariram K. Bijlani (FCS 3893) was
appointed as Company Secretary and Compliance Officer with effect from
May 6, 2015, in place of Mr. Vyankatesh H. Mulwad (FCS 2710) who
resigned from the services of the company with effect from May 6, 2015.
INTERNAL CONTROL SYSTEMS
The Company has got internal control system commensurate to the size of
the operations. It is supplemented by extensive internal audit,
reviewed by Management and Audit Committee procedures. The internal
audit covers all the activities of the company. Company is reviewing
its internal control system on regular basis and they are upgraded
based on internal audit recommendations. Your Company's' statutory
Auditors have confirmed the adequacy of internal control systems.
DIRECTORS" RESPONSIBILITY STATEMENT
Statement under sub-section (3c) of Section 134 of the Companies Act,
2013:
In the preparation of the Annual Accounts:
i) the applicable accounting standards have been followed and wherever
required, proper explanations relating to material departures have been
given.
ii) the Directors have 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.
iii) 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.
iv) the Accounts have been prepared on a going concern basis.
v) the Directors had laid down internal financial controls and such
internal financial controls are adequate and were operating
efficiently.
vi) the Directors had devised proper system to ensure compliance with
the provisions of all applicable laws and such systems were adequate
and operating efficiently.
PARTICULARS OF EMPLOYEES
There were no employees who were in receipt of remuneration in excess
of the amount prescribed under Section 134(3c) of the Companies Act,
2013, read with the Companies (Appointment and Remuneration) Rules
2014, during the year under review.
SECRETARIAL AUDIT REPORT
The Board has appointed Mr. Prakash K. Pandya, Practising Company
Secretary, to conduct Secretarial Audit for the financial period. The
Secretarial Audit Report for the financial period ended March 31, 2015
is annexed herewith marked asAnnexureAto this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
VAS INFRASTRUCTURE LTD. (VIL) firmly believes that good Corporate
Governance results in regulation of the affairs of your Company in a
most transparent, ethical and accountable manner. This is not only the
need of the hour but also a means to satisfy the aspirations of all
those concerned with the Corporate World.
Adherence to Corporate Governance ensures greater level of transparency
and accountability, fairness in operations, full disclosure, integrity
and compliance of laws. Your Company is committed to administer good
Corporate Governance.
VAS INFRASTRUCTURE LTD. recognizes the value of adherence to Corporate
Governance in its true sense which alone can ensure continuation of
belief and the trust reposed by one and all in your company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT OVERALL (MD&A)
The Report includes MD&A at appropriate places so that repetition and
overlap between Directors Report and MD&A is avoided.
THE BUSINESS
Your Company is one of the leading redevelopment Real Estate Company
especially in Borivali (West), Mumbai. The construction and
redevelopment of projects at various locations are currently in
progress. Your company has already initiated various steps for
sustaining growth through cost optimization, process improvement and
efficient management of working capital tools of innovation are
employed for new projects/marketing initiative the purpose being
constantly stay ahead in terms of ideas and performance.
CORPORATE GOVERNANCE REPORT
Management Discussion and Analysis Report plus Responsibility Report
and Code of Conduct is given separately forming Part of the Board of
Directors Report.
MANAGERIAL REMMUNERATION
The remmuneration committee has recommended to the Board of Directors a
policy relating to remmuneration for the Directors including KMP.
Further, the Board affirm that remmuneration paid to Directors are as
per policy of the Companies Act.
AUDIT FEES
1.1 TABLE OF DETAILS OF DIRECTORS, NO. OF BOARD MEETINGS, HELD,
ATTENDANCE AT THOSE MEETINGS, FEES PAID AND ATTENDANCE AS AT 31.3.2015
& AGM HELD FOR THE PREVIOUS PERIOD 25.3.2014
Sr. Name of Directors AGM held on No. of Meetings for Attendance Fees
NO 25.3.2014 18 Months period
1 Dr. Jayesh
Vinodrai Valia
- Executive
Chairman YES 6 6 NIL
2 Mr. Babulal
Bansilal Jain
- Independent
Director YES 6 6 60,000
3 Mr. Ganesan
Venkatraman -
Independent
Director YES 6 6 60,000
4. Mrs. Kirti
Padave -
Executive
Director YES 6 6 NIL
1.2 Remuneration paid to Directors (18 months from 1.10.2013 to
31.3.2015)
a) Dr. Jayesh Vinodrai Valia (Executive Chairman) - Rs. 2.50 Lacs p.m.
i.e. Rs. 45.00 Lacs (period of 18 months).
b) Mrs. Kirti Kishore Padave (Executive Director) - Rs. 12,09,900
(period of 18 months).
2 AUDIT COMMITTEE
TABLE OF DETAILS OF DIRECTORS, NO. OF AUDIT COMMITTEE MEETINGS HELD,
FEES PAID AND ATTENDANCE AS AT 31.3.2015 & AGM HELD FOR THE PREVIOUS
PERIOD 25.3.2014
Sr. Name of Directors No. of Meetings for 18 Attendance Fees
No Months period
1 Mr. Ganesan Venkatraman -
Chairman of the Committee
/ Independent Director 6 6 60,000
2 Mr. Babulal Bansilal
Jain - Member /
Independent Director 6 6 60,000
3 Mrs. Kirti Padave -
Executive Director 6 6 NIL
2.1 Terms of Reference to Audit Committee in Brief
The Terms of the reference of the Audit Committee are those prescribed
under clause 49 of the Listing Agreement including inter- alia the
review of financial results before submission to the Board for approval
to ensure that the financial statements are correct and present true
and fair view, interaction with Statutory Auditors, recommendation of
appointment and payment of audit fees to the Auditors and to review the
adequacy of internal control systems.
NOMINATION AND REMUNERATION COMMITTEE
Sr. Name of Directors No. of Meetings for 18 Attendance Fees
No Months Period
1 Mr. Ganesan Venkatraman 2 2 NIL
2 Mr. Babulal Bansilal Jain 2 2 NIL
2.2 Remuneration Committee
It consists of Mr. Ganesan Venkatraman and Mr. Babulal Bansilal Jain,
Independent Directors. It determines the salary and perks payable to
Board Level Members and recommends Board for its consideration.
3. VIGILANCE MECHANISM FOR EMPLOYEES
The Vigilance Mechanism of the Company, which also incorporates a
Whistle Blower Policy are as per the Listing Agreement. Any Employee
who wants to report genuine concern is allowed to do it to the Chairman
of Audit Committee. Mr. G. Venkatraman. The Policy on Vigilance
Mechanism and Whistle Blower Policy may be accessed on the Company's
Website : www.vasinfrastructureltd.com
4. SEXUAL HARASSMENT ON WOMEN (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013 During the year under review, there was no complaint on
sexual harassment of women / employees.
5.1 Shareholders/Investor Grievance Committee
Shareholders/Investor Grievance Committee consists of (1) Shri Babulal
Bansilal Jain (2) Dr. Jayesh Vinodrai Valia (3) Mrs. Kirt Kishore
Padave.
5.2 Broad terms of Reference to Shareholders/Investor Grievances
Committee
To approve Share Transfers, to review and advise the Company on any
grievance in relation to
(a) Non-transfer of shares
(b) Non-receipt of Annual Report
(c) Any other grievance raised by any shareholder.
7. Details of Annual General Meeting held in two previous years
DATE TIME VENUE OF AGM
Tuesday, March 25, 2014 12.00 noon The No.1 Party Hall, Building No.1,
Sumer Nagar, S. V. Road,
Kora Kendra Bus Stop, Borivali
(West), Mumbai 400 092,
Friday, 28th September, 10.00 a.m. The No.1 Party Hall, Building
2012 No.1, Sumer Nagar, S. V. Road,
Kora Kendra Bus Stop, Borivali
(West), Mumbai 400 092,
8. General Shareholders' Information
1. Annual General Meeting.
Day, Date and Time : By Separate Communication
9. Financial Calendar (2013 - 2015)
Annual General Meeting for the Eighteen months ended 31st March, 2015.
Date : 30.6.2015 at 12.00 noon
Information sent by separate communication.
10. Book Closure Date : 24.6.2015 to 30.6.2015 (both days inclusive)
11. Dividend Payment Date : Be paid on or after 5.7.2105.
11a. Registered Office : Plot No. 757/758, Jwala Estate, Ground Floor,
Soni Wadi, Near Kora Kendra, Off S.V. Road, Borivali (West), Mumbai 400
092. Tel : 022 28992658 / 28997506 / 28983234 - Fax : 022 2899 7806
11b. CIN No. : L74999MH1994PLC076538
Email : vasinfrastructureltd@yahoo.com
Website : www.vasinfrastructureltd.com
Telephone : 022 28992658/28997506/28983234
Fax : 022 2899 7806
12. Listing on Stock Exchange Equity Shares Bombay Stock Exchange
Ltd.,
Dalai Street, Mumbai 400 001.
13. Stock Market Information
i) Stock Code 531574
Bombay Stock Exchange Ltd.
14. Registrars & Transfer Agents M/s. Sharex Dynamic (India) Pvt.
Ltd., Unit-1, Luthra Industrial Premises, Safeed Pool, Andheri Kurla
Road, Andheri (East), Mumbai - 400 072. Tel: 022 28515606 / 28515644
Share Transfer System : Your Company's Equity Shares are admitted with
the Depository System of National Securities Depository Limited (NSDL)
and Central Depository Services (India) Limited (CDSL)asan eligible
security under the Depositories Act, 1996. As such, facilities for
dematerializations of your Company's Equity Shares are available vide
INE No.192 CO 10 13 at both the depositories. Your Company's Equity
Shares are under compulsory dematerialization.
15. Dematerialisation of Shares and Liquidity :
Approximately 94.95% of the Equity Shares have been dematerialized upto
31st March, 2015. Trading in Equity Shares of the Company is permitted
only in dematerialized form compulsorily as per notification issued by
the Securities and Exchange Board of India.
16. i) Materially significant related party transactions that may have
potential conflict with the interests of company
The Company does not have material significant related party
transactions i.e. transactions of the company of material nature with
its Promoters, Directors of the Management, or their subsidiaries or
relatives etc. that may have potential conflicts with the interest of
the Company at large. However Disclosure of Transactions with any
related party have been made in the Balance-Sheet in Notes to Accounts
at Note No. 27.
ii) Non-Compliance by the Company, penalties, strictures imposed on the
Company by Bombay Stock Exchange Ltd. or SEBI or any statutory
authority, on any matter related to Capital Markets, during the last
three years.
- None iii) Details of Compliance with mandatory requirements and
adoption of the non-mandatory requirement of this clause
The Company has complied with mandatory requirements and None of the
Independent Directors on our Board has served for a tenure exceeding
nine years.
17. Means of Communication :
The Quarterly/Half Yearly Unaudited Financial Results/Audited Financial
Results are published in Navshakti and Free Press Journal, and put up
on the website of Bombay Stock Exchange Ltd. as well as on Company's
website. The notices to the shareholders are published in Navshakti and
Free Press Journal.
18. Practising Company Secretaries Certificate on Corporate Governance
:
Your Company has obtained a certificate from the Practising Company
Secretary regarding compliance of conditions of Corporate Governance as
stipulated in Clause 49 of the Listing Agreement with Bombay Stock
Exchange Ltd. This is annexed to the Annual Report. The Certificate
will also be sent to Bombay Stock Exchange Ltd., alongwith the Annual
Accounts to be filed by the Company.
19. DECLARATION
The Board has laid down a code of conduct for all Board Members and
Senior Management of the Company which is posted on the website of the
company. The Board Members and Senior Management have affirmed
compliance with the code of conduct.
FOR AND ON BEHALF OF THE BOARD
PLACE : MUMBAI (DR. JAYESH V. VALIA)
DATED : 12.5.2015 EXECUTIVE CHAIRMAN |