The Board of Directors hereby presents the report of the business and operations of your Company, along
with the audited financial statements, for the financial year ended March 31, 2025. In line with the
requirements of the Companies Act, 2013 and the rules framed thereunder, this report covers the
financial results and other developments during the Financial Year 1st April 2024 to 31st March 2025.
1. Summary of operation/results:
The financial results of the Company for the year ended March 31, 2025 as compared to that of previous
year are summarized as under:
|
Particulars
|
For the year ended
March 31, 2025
|
For the year ended March 31,
2024
|
|
Total Income
|
4.26
|
2.69
|
|
(less) Expenses
|
48.29
|
133.15
|
|
Profit/ (Loss) Before Income Tax
|
(44.03)
|
(130.45)
|
|
(less) Taxes
|
2.73
|
(1.13)
|
|
Net Profit/ (Loss) after tax
|
(46.76)
|
(129.33)
|
2. Company’s Affairs
During the financial year ended March 31, 2025, the Company has incurred loss of Rs 46.76 lacs as
against the total income of Rs. 2.69 Lacs and net loss of Rs 129.33 Lacs incurred during the previous
financial year ended March 31, 2024.
3. Transfer to General Reserves
During the year, no amount has been transferred to general reserves.
4. Dividend
Your Board does not recommend any dividend for the financial year ended March 31, 2025.
5. Transfer of Unclaimed / Unpaid Amount
The Company was not required to transfer the amount of any unclaimed/unpaid dividend to Investor
Education Protection Fund in accordance of the provisions of Section 125(2) of the Companies Act,
2013.
6. Change in the Nature of Business
There are no changes in the nature of business during the Financial Year ended March 31, 2025 and till
the date of issue of this report.
7. Deposits
The Company has not accepted any deposits during the financial year as defined Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014; hence there is no
default of re-payment, and any unpaid / unclaimed deposits, as on March 31, 2025.
8. Internal Financial Control (IFC)
Your Company’s internal control system (including Internal Financial Controls with reference to
financial statements) ensures efficiency, reliability and completeness of accounting records and timely
preparations of reliable financial and management information, compliance with all applicable laws and
regulations, optimum utilization and the protection of the Company’s assets.
9. Significant and Material Orders passed by the Regulators or Courts or Tribunals
There are no significant material orders passed by the Regulators/ Courts/Tribunals which would
impact the going concern status of the Company and its future operations.
However, there are certain legal disputes and claims which are under arbitration proceedings before
judiciary authorities. The outcome of these proceedings against the Company may have significant
impact on the loss for the quarter and net worth of the Company as on March 31, 2025, the amount
whereof is not presently ascertainable.
10. Subsidiary, Associate and Joint Ventures Companies
The Company does not have any subsidiary as per Clause 2(87) or associate as per Clause 2(6) of the
Companies Act, 2013. The Company has entered into Joint Venture named “Divinity” and “DKS(JV)” for
construction of Low cost housing and related infrastructure.
11. Performance and Financial Position of Subsidiary, Associate and Joint Venture Companies
The Company has no subsidiary. The Company had entered into a Joint Venture named “Divinity” and
“DKS(JV)” for construction of low cost housing and related infrastructure work. The accounts of the
“Divinity” and “DKS(JV)” do not form part of the financial statement of the Company as the same have
not been finalized till date.
12. Share Capital
During the year under review there was no change in the share capital of the Company.
A) Issue of Equity Shares with Differential Rights: The Company has not issued any equity shares
with differential rights during the Financial Year ended on March 31, 2025.
B) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Shares during the
Financial Year ended on March 31, 2025.
C) Issue of Employee Stock Options: The Company has not issued any Employee Stock Options during
the Financial Year ended on March 31, 2025.
Pursuant to Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”), outgoing promoters
have submitted request cum undertaking for reclassification from the ‘promoter and promoter group’
category to ‘public’ category shareholder of the Company during the year under review.
The application for reclassification shall be made to Stock Exchange as required after obtaining
shareholders’ approval.
13. Statutory Auditors
In accordance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014, M/s. G. P. Sharma & Co LLP, Chartered Accountants (Firm Registration
No. 109957W) were appointed as the Statutory Auditors of the Company for a period of 5 years, to hold
office from the conclusion of 41th AGM till the conclusion of 46th AGM to be held in the year 2029.
14. Auditor’s Report
|
Remarks
|
Opinion/Clarifications
|
|
We draw attention to Note no. 25 of the
attached financial regarding the financial
results of the Company having been prepared
on a going concern basis which contemplates
the realization of assets and satisfaction of
liabilities in the normal course of business. The
Company has been continuously incurring
losses since last several years and its net-
worth stands substantially eroded. These
conditions indicate the existence of
uncertainty that may cast doubt regarding the
Company's ability to continue as a going
concern. However, as explained by the
Management, the company has orders, hence
it’s ability to continue, inter-alia, is dependent
on generation of cash flow, profits from their
execution and on the Company’s ability to
|
The Company has received large order in hand
hence its ability to continue, inter-alia, is
dependent on the generation of cash flow, profits
from their execution and on the Company’s ability
to infuse requisite funds for meeting its obligations.
|
|
infuse requisite funds for meeting its
obligations.
|
|
|
We draw your attention to Note No 27 and 28
Overdue Trade Receivables of INR 36197.34
(‘000) and Advances and Deposits (included in
the current assets) of INR 19,355.34 (000)
which in our opinion is doubtful for recovery
and appropriate provision should be made.
However, as explained by the Management, the
Company is making concerted efforts to
recover the same and is confident of recovery
in due course. Hence no provision is
considered necessary at present. Further
aforesaid balances are subject to
confirmation/reconciliations and subsequent
to adjustments, if any. As explained by the
Management that there would not be any
impact on loss for the year ended March 31,
2025 after such reconciliation.
|
The Management acknowledges the auditor’s
observation regarding overdue trade
receivables and advances/deposits. The
Company has been making continuous and
sincere efforts to recover the outstanding
amounts and remains confident of realizing
them in due course. Accordingly, no provision
has been considered necessary at this stage.
The Management further clarifies that the
balances are under the process of confirmation
and reconciliation, and any adjustments arising
therefrom will be duly accounted for. Based on
the current assessment, the Management does
not anticipate any material impact on the loss
for the year ended March 31, 2025.
|
|
There are certain legal disputes and claims
which are under arbitration proceedings
before judiciary authorities. The outcome of
these proceedings against the Company may
have significant impact on the loss for the year
and net worth of the Company as on March 31,
2025, the amount whereof is not presently
ascertainable.
|
The Management is aware of the ongoing legal
disputes and arbitration proceedings referred to in
the audit observation. The matters are currently sub
judice, and the Company is taking all necessary steps
to protect its interests. Based on the legal advice
obtained, the Management believes that the
outcome of these proceedings is not expected to
materially affect the Company’s financial position.
However, the impact, if any, will be duly accounted
for upon final adjudication of the cases.
|
|
We draw attention to Note no. 29, Financials of
Joint Venture M/s. Divinity for the Financial
year 2024 are not available and accordingly
the management has taken the balance sheet
as on March 2018.
|
The Financials of Joint Venture M/s. Divinity are
prepared by JV partners and the same not been
received by Company
|
15. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules made thereunder the
Board has appointed M/s. Priti J Sheth & Associates, Practicing Company Secretaries as Secretarial
Auditor of the Company to undertake the Secretarial Audit of the Company for the financial year ended
March 31, 2025.
16. Secretarial Audit Report
The Secretarial Audit Report for the financial year ended March 31, 2025 is included as “Annexure A”
and forms an integral part of this report.
17. Directors Comment on qualification or observation
Our Secretarial auditors have qualified their report for the following Non- Compliances and the
Opinion/clarification on the said non-compliances are as follows:-
|
Remarks
|
Opinion/Clarifications
|
|
The Company has not appointed an internal
auditor required to be appointed by the
company pursuant to Section 138 of the
Companies Act, 2013 and Companies
(Accounts) Rules, 2014;
|
Due to low business operations, the Company has
not appointed an internal auditor; however,
considering the business environment, the
management is in the process to appoint one.
|
|
The Company has not prepared consolidated
financial statements of the Company and its
joint venture ‘Divinity’ for the year ended 31st
March, 2024 and has not attached along with
its financial statement, a separate statement in
Form AOC - 1 containing the salient features of
the financial statements of ‘Divinity’ pursuant
to Section 129(3), of the Companies Act, 2013
read with Companies (Accounts) Rules, 2013;
|
The Financials of Joint Venture M/s. Divinity are
prepared by JV partners and the same has not been
received by Company. Hence, the Company was not
able to report the figures in AOC 1 and prepare the
consolidated financials.
|
|
Some Shares are held by the promoters in
Physical Form.
|
The Company has intimidated the promoters to
convert the said shares into DEMAT which are
presently held by the promoter in physical form.
|
|
The Notices for holding Board meeting for
approval of Financial results, Financial results
& the Public Notice by way of advertisement
pursuant to Rule 20 of the Companies
(Management and Administration) Rules 2014
have not been published in Newspapers as
required under SEBI (Listing Obligation and
Disclosure Requirement) Regulations 2015;
|
The Board of Directors notes the non-publication of
the notices and financial results in newspapers as
required under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The
lapse occurred due to an inadvertent oversight. The
Company assures that necessary steps are being
taken to ensure strict compliance with all such
publication requirements in future, and adequate
internal controls are being strengthened to avoid
recurrence of such non-compliance.
|
|
Shares are held by some promoters in Physical
Form.
|
The Company has intimidated the promoters to
convert the said shares into DEMAT which are
presently held by the promoter in physical form.
|
|
The Company has not maintained the website
as per SEBI guidelines.
|
The Board of Directors acknowledges that the
Company has not maintained its website in
compliance with the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The
Company is in the process of updating and
restoring the website to ensure that all requisite
information and disclosures, as mandated under
SEBI guidelines, are made available in a timely and
accurate manner going forward.
|
|
There was delay in filing Corporate
Governance Non-Applicability Certificate to the
exchange as required by Regulation 27(2) of
the SEBI (LODR) Regulations, 2015 for the
quarters ended March 2025.
|
The Board of Directors notes the delay in filing the
Corporate Governance Non-Applicability Certificate
with the stock exchange for the quarter ended
March 2025, as required under Regulation 27(2) of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The delay was
inadvertent and not intentional. The Company has
since filed the required certificate and is taking
necessary measures to ensure timely compliance
with all future filings.
|
|
During the audit period, the Company did not
appoint the requisite number of Independent
Directors due to the casual vacancy arising
from the retirement of Mr. Shailesh Jogani, in
terms of Rule 4 of the Companies
(Appointment and Qualification of Directors)
Rules, 2014, read with Sections 149(4) and
149(10) of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
|
The Board of Directors acknowledges that the
Company did not have the requisite number of
Independent Directors during the audit period, as
required under the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Company is in the process
of identifying and appointing suitable candidates to
ensure compliance with the prescribed
composition of the Board at the earliest.
|
Other remarks are self-explanatory and do not require any further clarifications.
18. Board of Directors and Key Managerial Personnel
The Composition of Board of Directors of the Company as on March 31, 2025 is as follows:
|
Sr.
No.
|
Name of Director/KMP
|
DIN
|
Category
|
|
1.
|
Vishal Vardhan
|
03043125
|
Promoter, Managing Director
|
|
2.
|
Ramesh Vardhan
|
00207488
|
Promoter, Non-Executive Director
|
|
3.
|
Rajesh Vardhan
|
00199986
|
Promoter, Non Executive Director
|
|
4.
|
Saroj Rathod
|
09718657
|
Independent Non-Executive Director
|
|
5.
|
Trishala Kanungo
|
BUXPK1724K
|
Chief Financial Officer
|
|
6.
|
Krati Patel
|
FBUPP8348Q
|
Company Secretary and Compliance
Officer
|
During the financial year ended 31st March, 2025 following changes took place in the composition of the
Board:
a. Retirement of Mr. Shailesh Jogani, Independent Director of the Company:
Mr. Shailesh Jogani retired from the Board of Directors of the Company with effect from 29th September,
2024, upon completion of his second and final term as an Independent Director in accordance with the
provisions of Section 149(10) of the Companies Act, 2013. The Board placed on record its sincere
appreciation for the valuable contribution, guidance, and support extended by Mr. Shailesh Jogani during
his tenure as an Independent Director of the Company.
b. Retirement by rotation:
Pursuant to the provisions of the Companies Act, 2013, Mr. Vishal Vardhan (DIN: 03043125) retired by
rotation at the Annual General Meeting held on Tuesday, June 11, 2025, and was re-appointed as a
Director of the Company.
c. Recommendation
Pursuant to provisions of Companies Act, 2013, Mr. Ramesh Vardhan (DIN: 00207488) retires by
rotation at the ensuing AGM of the Company and being eligible seeks re-appointment.
After the financial year ended 31st March, 2025 but before issuance of this report following
changes took place in the composition of the Board:
Resignation of Ms. Krati Patel
Ms. Krati Patel (Membership No. A65983) resigned from the post of Company Secretary and Compliance
Officer of the Company with effect from 25th May, 2025. The Board placed on record its appreciation for
the valuable services rendered by Ms. Krati Patel during her tenure with the Company.
19. Declaration by Independent Director
The Company has received necessary declarations from each independent director under Section 149(7)
of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6)
of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015.
In the opinion of the Board, the Independent Directors appointed during the year possess appropriate
balance of skills, experience and knowledge that enable the Board to discharge its functions and duties
effectively.
20. Familiarization programme for independent Directors
All independent directors appointed on the Board attended a familiarization programme.
After appointment a formal letter is issued to the independent directors outlining his/her roles,
functions, duties and responsibilities.
21. Performance Evaluation of the Board/Committees and Independent Directors
The Board of Directors have evaluated the overall performance of the Board as a whole and also of each
director individually including the Independent Director and found the same to be satisfactory.
The performance evaluation of the Independent Directors was completed. The performance evaluation of
the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors
expressed their satisfaction with the evaluation process.
The performance of the committees was evaluated by the Board after seeking inputs from the Committee
members on the basis of the criteria such as composition of Committees, effectiveness of committee
meetings, etc.
The board and the nomination and remuneration committee reviewed the performance of the individual
directors on the basis of the criteria such as the contribution of the individual director to the board and
committee meetings.
22. Independent Director’s Meeting
During the year under review, the Independent Directors met once on 06th September, 2024 inter alia, to
discuss:
Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole taking
into account the views of Executive and Non-Executive Directors;
Performance evaluation of independent directors was done by the entire Board, excluding the
independent director being evaluated;
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.
23. Extract of Annual Return
The Annual Return of the Company for the financial year ended March 31, 2025 will be available on the
website of the Company i.e. www.vardhmanconcreteltd.com once submitted to ROC.
24. Corporate Social Responsibility
The provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social
Responsibility Policy) Rules, 2014 in respect of Corporate Social Responsibility are not applicable to the
Company.
25. Board Meetings
During the Financial Year 2024-25; the Board of Directors duly met four times on 29th April, 2024, 22th
July 2024, 13th November 2024 and 28th January 2025.
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India.
26. Committees of the Board
Currently, the Board has three committees the Audit Committee, the Nomination and Remuneration
Committee, and the Stakeholders’ Relationship Committee.
The details of the committees of the Board as on 31st March, 2025 are as follows:
a) Audit Committee
The Audit Committee of Directors is constituted as per the provisions of Section 177 of the Companies
Act, 2013. The Composition of Audit Committee is as follows.
|
Sr.
No.
|
Name of Director
|
DIN
|
Category
|
|
1.
|
Ms. Saroj Rathod
|
09718657
|
Independent Non-Executive Director
|
|
2.
|
Mr. Ramesh Vardhan
|
00207488
|
Promoter, Non-Executive Director
|
|
3.
|
Mr. Rajesh Vardhan
|
00199986
|
Promoter, Non-Executive Director
|
The Audit Committee duly met 4 times during the financial year i.e on 29th April, 2024, 22nd July 2024,
13th November 2024 and 28th January 2025.
*The audit Committee reconstituted after resignation of Mr. Shailesh Jogani on 29th September, 2024
b) Nomination & Remuneration Committee
The Nomination & Remuneration Committee of Directors is constituted in accordance with the
requirements of Section 178 of the Companies Act, 2013. The Composition of Nomination and
Remuneration Committee is as follows:
|
Sr.
No.
|
Name of Director
|
DIN
|
Category
|
|
1.
|
Ms. Saroj Rathod
|
09718657
|
Independent Non-Executive Director
|
|
2.
|
Mr. Ramesh Vardhan
|
00207488
|
Promoter, Non-Executive Director
|
|
3.
|
Mr. Rajesh Vardhan
|
00199986
|
Promoter, Non-Executive Director
|
The Nomination & Remuneration Committee met twice during the financial year i.e on 22nd July 2024
and 28th January 2025.
*The Nomination & Remuneration Committee reconstituted after resignation of Mr. Shailesh Jogani on 29th
September, 2024
c) Stakeholders Relationship Committee
Pursuant to Section 178 of the Companies Act, 2013, the Board of Directors has constituted the
Stakeholders Relationship Committee. The Composition of Stakeholders Relationship Committee is as
follows:
|
Sr. No.
|
Name of Director
|
DIN
|
Category
|
|
1
|
Ms. Saroj Rathod
|
09718657
|
Independent Non-Executive Director
|
|
2
|
Mr. Ramesh Vardhan
|
00207488
|
Promoter, Non-Executive Director
|
|
3
|
Mr. Rajesh Vardhan
|
00199986
|
Promoter, Non-Executive Director
|
The Stakeholders Relationship Committee met once during the financial year i.e on 22nd July 2024.
27. Particulars of transaction between the Company and the Non-Executive Directors
During the year under review the Company has not entered into any Transaction with its Non- Executive
Directors.
28. Particulars of Loans, Guarantees and Investments
The Company has not given any loans or made any investment during the financial year ended on March
31,2025.
The Company has provided security in compliance with section 186 of the Companies Act, 2013.
29. Related Party Transactions
The Company has not entered into any transactions with related parties falling under the purview of
section 188 of the Companies Act 2013 and Rules made there under.
30. Particulars of remuneration to directors, key managerial persons and employees
During the year under review, there were no employees who were in receipt of the remuneration
beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules,
2014 and therefore no disclosures need to be made under the said section.
There is only one employee i.e. Company Secretary and the details of Company Secretary in terms of
remuneration drawn pursuant to rule 5(1) of Companies (Appointment and Remuneration) Rules, 2014
is enclosed as “Annexure B” to the Board’s Report.
31. Conversion of Energy, Technology Absorption, foreign exchange earnings and outgo
The information relating to conservation of energy and technology absorption foreign exchange
earnings and outgo by the Company is annexed to the report as “Annexure C”.
32. Material changes and commitments
There are no material Changes and Commitments affecting the Financial Position of the Company from
01st April, 2025 till the date of issue of this report.
Outgoing promoters of the Company will be reflected as “public category shareholder” once the
application for reclassification is approved by the Shareholders and Stock Exchange.
33. Policy on Director’s appointment and remuneration
The current policy of the Company is to have an optimum combination of both executive and
independent directors to maintain the independence of the Board, and separate its functions of
governance and management.
The policy of the Company on director's appointment and remuneration, including criteria for
determining qualifications, independence of director and other matters, as required under Section
178(3) of the Companies Act, 2013 is available on our website (www.vardhmanconcreteltd.com). There
has been no change in the policy since the last financial year.
34. Risk Management Policy
The Board of Directors in consultation with the Audit Committee has framed a policy for management
and mitigation of risk faced by them in its day to day operations, further the Board of Directors and the
Senior Management of the Company have been entrusted with the responsibility of identification,
development and implementation of the same across the organization.
35. Vigil Mechanism/ Whistle Blower Policy
The Company has a vigil mechanism/whistle blower policy to provide for adequate safeguard against
victimization of person who use such mechanism and make provision for direct access to the
chairperson of audit committee.
36. Corporate Governance
Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, provide
threshold for applicability of corporate governance rules. Your company does not exceed such threshold.
Hence, provision of corporate governance is not applicable to your company.
37. Management Discussion and Analysis
The Management Discussion and Analysis report as per the SEBI (Listing Obligations and Disclosures)
Regulations, 2015 forms integral part of this Annual Report.
38. Maintenance of Cost Records
Maintenance of cost records as specified by the Central Government under sub-section (1) of section
148 of the Companies Act, 2013, is not applicable to the Company.
39. Fraud Reported by Auditors
During the year under review, there have been no instances of fraud, which required the Statutory
Auditors to report to the Audit Committee and / or Board or Central Government under Section 143(12)
of Act and Rules framed thereunder.
40. Directors’ Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013 in relation to financial statements for the year
ended 31st March 2025, the Board of Directors state that:
a. In the preparation of the Annual Accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;
b. The Directors had 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 of the profit and loss of the
Company for that period;
c. 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;
d. The Directors had prepared the Annual Accounts on a going concern basis.
e. The Directors had laid down internal financial controls to be followed by the Company and such
internal financial controls are adequate and were operating effectively.
The directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.
41. Prevention of Sexual Harassment of Women at workplace
In order to prevent sexual harassment of women at workplace your company has adopted a policy for
prevention of Sexual harassment of women at workplace. During the year under review, the Company
has not received any complaints in this regard.
42. Internal Complaints Committee
Your Company was not required to constitute the Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013].
43. Details of Application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 during the year along with their status as at end of the Financial Year
During the Financial Year 2024-25, there was no application made and proceeding initiated/pending
under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against
your Company.
44. Details of difference between amount of the valuation done at the time of One Time
Settlement and the valuation done while taking loan from the Banks or Financial Institutions
along with the Reasons thereof
As Company has not availed any loan from a bank or financial institution, these disclosures are not
applicable to the Company.
45. Agreements binding listed entities
Agreement binding on listed entity is placed on the website of the Company ie.
https://www.vardhmanconcreteltd.com.
46. Acknowledgements
Your Directors wish to place on record their sense of appreciation for the excellent support received
from the government authorities, bankers and consultants in the working of the Company.
By Order of the Board
Sd/- Sd/-
Ramesh Vardhan Rajesh Vardhan
Date: 05th November, 2025 Director Director
Place: Mumbai DIN: 00207488 DIN: 00199986
|