| Dear Shareholders,
The Directors have pleasure in presenting herewith the 21st Audited
Annual Report together with the Audited Statement of Accounts of the
Company for the year ended on 31st March, 2015.
FINANCIAL HIGHLIGHTS
During the financial year 2014-15, the financial operational result of
the Company is as follows:
(Amount in Rs)
Particulars For the year For the year
ended on ended on
31st March, 2015 31st March, 2014
Total Income. 9,17,65,302 7,39,94,154
Total Expenses. 9,08,87,029 7,33,04,286
Exceptional Items - -
Profit Before Tax. 8,78,273 6,89,868
Depreciation. 5,99,138 2,49,485
Provision for Tax. 2,78,000 2,40,000
Differed Tax (Assets)
Liability. (2,78,000) (2,40,000)
Fringe Benefit Tax NIL NIL
Excess Provision of IT
Written Back NIL NIL
Net Profit/(Loss) for
the Year 6,00,273 4,49,868
SHARE CAPITAL STRUCTURE
There was no change in Number of shares and value of shares in the
Authorized, Issued, Subscribed and Paid up Share Capital Structure of
the Company.
DIVIDEND
During the year under review the directors have not recommended any
Dividend to be paid in order to strengthen the long term resources of
the Company.
TRANSFER OF UNPAID/UNCLAIMED DIVIDEND
The Company does not have any amount of Unpaid/Unclaimed Dividend which
is required to be transferred to the Investors Education & Protection
fund. There are no other statutory amount like outstanding unpaid
Refund Amount on Share Applications, unpaid interests or principal of
Deposits and Debentures etc lying with the company which are required
to be transferred to Investors Education and Protection Fund.
YEAR UNDER REVIEW
During the year under review your company had earned a total income of
Rs. 9,17,65,302 /- (Previous Year Rs. 7,39,94,154/-). After meeting
with the day to day and total expenses of Rs. 9,08,87,029/- (Previous
year of Rs. 7,33,04,286/-), Deferred Tax Liability Rs.( 2,78,000)/-
(Previous Year of Rs (2,40,000/-), Fringe Benefit Tax of Rs.
NIL(Previous year Rs. NIL /-) the company has earned a net Profit for
the year of Rs. 6,00,273/- (Previous year Net Profit of Rs.
4,49,868/-).
BUY BACK OF SHARE CAPITAL
The Company had not made any Buy Back of its paid up equity shares
during the year in terms of section 77A, 77AA and 77B of the Companies
Act 1956. Hence no specific disclosure is required to be made in this
report
DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES
ACT, 2013
During the year under review the Company has not made any inter
corporate loans, investments, given any corporate guarantee to any
other body corporate, subsidiary, associate or any other company.
DEPOSITS
During the year under review your company has neither invited nor
accepted any public deposit or deposits from the public as defined
under section 73(1) of Companies Act 2013 (section 58A of Companies
Act, 1956).
DEMATERIALISATION OF SECURITIES:
Your Company's Equity shares are admitted in the System of
Dematerialization by both the Depositories namely NSDL and CDSL. The
Company has signed tripartite Agreement through Registrar and Share
Transfer Agent LINK INTIME INDIA (P) LIMITED. The Investors are advised
to take advantage of timely dematerialization of their securities. The
ISIN allotted to your Company is INE 474 H 01014.Total Share
dematerialized up to 31st March 2015 were 11257080 which constitute
93.78% of total capital. Your Directors request all the shareholders to
dematerialize their shareholding in the company as early as possible.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management's discussion and perceptions on existing business, future
outlook of the industry, future expansion and diversification plans of
the Company and future course of action for the development of the
Company are fully explained in a separate Para in Corporate Governance
Report.
DIRECTORS
Mr. Nirav Arvindkumar Shah and Mr. Jimit Dilipkumar Sanghvi, Directors
of the Company retires by rotation as per provisions of the Act at this
Annual General Meeting. However being eligible offers themselves for
reappointment. Your Directors recommend appointing them by passing
resolutions.
The Company has received declarations from Mr. Nirav A. Shah, Mr.
Jimitkumar D. Sanghvi, Mr. Satish Chand and Mrs. Julie P. Joshi, the
Independent Directors of the Company confirming that they meet with the
criteria of independence as prescribed both under sub-section (6) of
Section 149 of the Companies Act, 2013 and under Clause 49 of the
Listing Agreement with the Stock Exchanges. Members are requested to
refer to the Notice of the Annual General Meeting and the Explanatory
Statement for details of the qualifications and experience of the
Directors and the period of their appointment. The Board recommends the
passing of the Resolutions at Item No. 4 (2), (3) of the Annual General
Meeting Notice.
STATUTORY INFORMATION
The Information required to be disclosed in the report of the Board of
Directors as per the provisions of Section 134 of the Companies
Act-2013 and the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules 1988 regarding the conservation of energy;
technology absorption, foreign exchange earnings and outgo are not
applicable to the company as Company is not manufacturing any product
or providing any services. There was no foreign exchange earnings and
outgo within the company during the year under review.
EMPLOYEES
There are no employees of the company who were in receipt of the
remuneration of Rs.60,00,000/- in the aggregate if employed for the
year and in receipt of the monthly remuneration of Rs. 5,00,000/- in
the aggregate if employed for a part of the year under review. Hence
the information required under Section
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of section 134 Clause (C) of Sub-Section (3) of the Companies
Act, 2013, in relation to financial statements for the year 2014-15,
the Board of Directors state:
a) In the preparation of the annual accounts for the financial year
ended 31st March 2015, as far as possible and to the extent, if any,
accounting standards mentioned by the auditors in their report as not
complied with, all other applicable accounting standards have been
followed along with proper explanation relating to material departure;
b) 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 the end of the financial year and profit and loss
account of the Company for that period;
c) The Directors have 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 have prepared the annual accounts on a going concern
basis; and
e) The directors in the case of a listed company had laid down internal
financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively.
f) 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.
SYSTEM OF PERFORMANCE EVALUATION OF THE BOARD, INDEPENDENT DIRECTORS
AND COMMITTEES AND INDIVIDUAL DIRECTORS
1. The Board makes evaluation of the effectiveness and efficiency of
every individual director, committee of directors, independent
directors and board as a whole.
2. For these purpose the Board makes evaluation twice in a year on a
half yearly basis.
3. The performance of individual directors are evaluated by the entire
Board, excluding the Director being evaluated on the basis of presence
of every directors at a meeting, effective participation in discussion
of each of the business of agenda for the meetings, feedback receives
from every directors on draft of the minutes and follow up for action
taken reports from first line management.
4. Effectiveness and performance of various committees are evaluated
on the basis of the scope of work assign to each of the committees the
action taken by the committees are reviews and evaluated on the basis
of minutes and agenda papers for each of the committee meetings.
5. The performance of independent directors are evaluated on the basis
of their participation at the meetings and post meeting follow up and
communication from each of such independent directors.
DISCLOUSER AS PER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULE, 2014
i) The ratio of the remuneration of each director to the median
remuneration of the employees of the company for the financial year:
Total Remuneration expenses : Rs. 15,50,001/-
Managerial Remuneration Expenses : Rs. 7,40,000/-
Other employees Remuneration : Rs. 8,10,001/-
ii) The percentage increase in remuneration of each director, Chief
Financial Officer, Chief Executive Officer, Company Secreaty or
Manager, if any in the financial year:
No remuneration is increased for Director,CFO, CEO, CS or Manager.
iii) The percentage increase in the median remuneration of employees in
the financial year
During the year there was increase of 22.72% in remuneration of any
employees during the financial year.
iv) The number of permanent employees on the rolls of company; 1 (One)
v) The explanation on the relationship between average increase in
remuneration and company performance;
vi) Comparison of the remuneration of the Key managerial personnel
against the performance of the company ;
The KMP i.e. Managing Director is paid any managerial Remuneration.
Hence, his remuneration is not comparable inter company, intra company
or inter industry as a whole.
vii) Variations in the market capitalization of the company, price
earnings ratio as at the closing date of the current financial year and
previous financial year and percentage increase over decrease in the
market quotations of the shares of the company in comparison to the
rate at which the company came out with the last public offer in case
of listed companies, and in case of unlisted companies, the variations
in the net worth of the company as at the close of the current
financial year and previous financial year;
Closing Market Price of shares of Company as on 31/03/2014: Rs.8.20/-
Closing Market Price of shares of Company as on 31/03/2015: Rs. 6.29/-
Earnings Per share for the financial year ended on
31/03/2014:Rs.0.037/- Earnings per share for the financial year ended
on 31/03/2015: Rs.0.050 /- As the Company EPS is very minimal, the PE
Ratio is Minimum.
viii) Average percentile increase made in the salaries of employees
other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration
and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration ;
NOT APPLICABLE as there was increase in Remuneration of any employees
of the company but there was not increase in the Remuneration of
Managerial Personnel of the Company.
ix) Comparison of the each remuneration of the key managerial personnel
against the performance of the company: Not Comparable.
x) The key parameters for any variable component of remuneration
availed by the directors; NOT APPLICABLE.
xi) The ratio of the remuneration of the highest paid director to the
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year; and No employee is
receiving remuneration in excess or higher than the remuneration of
Director or Key Managerial Personnel.
xii) Affirmation that the remuneration is as per the remuneration
policy of the company.
All remuneration of the Employees and directors are decided by
Nomination & Remuneration Committee and by the Board of Directors
within the organization.
AUDITORS
STATUTORY AUDITOR
M/S. NIYATI PATEL & CO., present Statutory Auditors of the company have
given their letter of consent and confirmation under provisions of
Section 139(1) of Companies Act, 2013 read with Rule 4 and 6 of The
Companies (Audit and Auditors) Rules, 2014 (Section 224(1B) of the
Companies Act, 1956) for reappointment as Statutory Auditors of the
Company. Necessary Resolution making their appointment as the Statutory
Auditors and fixing their remuneration is proposed to be passed at the
Annual General Meeting.
INTERNAL AUDITORS
The company is in process of appointing an independent Chartered
Accountant to act as an Internal Auditor as per suggestion of auditors
in order to strengthen the internal control system for the Company.
However, as in the company during the previous financial year, there
were no much financial transactions or trading business activities,
looking to the size of the company and its business operations and
transactions, the matter is being discussed with the statutory auditors
on making of compliance with this requirements.
APPRECIATION
Your Directors place on record their sincere appreciation for the
valuable support and co-operation as received from government
authorities, Financial Institutions and Banks during the year. The
Directors are also thankful for the support extended by Customers,
Suppliers and contribution made by the employees at all level. The
Directors would also like to acknowledge continued patronage extended
by Company's shareholders in its entire endeavor.
DATE : 30th May, 2015 ON BEHALF OF THE BOARD OF DIRECTORS
PLACE: AHMEDABAD. OF VAX HOUSING FINANCE CORPORATION LIMITED
SD/-
(VIJAYSINGH RATHORE)
CHAIRMAN AND MANAGING DIRECTOR
(DIN: 00283820) |