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Vaghani Techno-Build Ltd.

BSE: 531676 | NSE: | Series: NA | ISIN: INE554H01021 | SECTOR: Food Processing

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Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2008

Director’s Report

The Directors have pleasure in presenting the Twenty First Annual Report of the Company along with the Audited Statement of Accounts for the year ended 31st March, 2015. 1. FINANCIAL RESULTS: ( Amount in Rs) Particulars 31-03-2015 31-03-2014 Total Income 7,20,002 1,14,00,321 Total Expenses 15,99,752 81,95,070 Profit (Loss) before Tax (8,79,750) 32,05,251 Provision for Tax (19,46,494) - Profit (loss) after Tax (28,26,244) 32,05,251 Balance brought forward: Surplus in the Profit & Loss Account 1,52,13,294 1,20,08,043 Add : Profit/(loss) for the year (28,26,244) 32,05,251 Balance carried to Balance Sheet 1,23,87,050 1,52,13,294 2. PERFORMANCE & RESULTS: During the year under review, the Company has incurred a Loss of Rs.28,26,244/- as against profit of Rs.32,05,251/- of the previous year. Your Directors are continuously looking for future growth of the Company in real estate industry. 3. OPERATIONS AND FUTURE PLANS: The Company continues to be engaged in the activities pertaining to Transfer of Development Rights (TDR). Further steps will be taken to accelerate the same. 4. CHANGES IN THE NATURE OF BUSINESS, IF ANY: During the year under review, there was no change in nature of the business of the Company. 5. DIVIDEND: Considering the loss incurred in the current financial year, your Directors have not recommended any dividend for the financial year under review. 6. DEPOSITS: The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. 7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements 8. DIRECTORS: In terms of Section(s) 149, 152 and all other applicable provisions of the Companies Act, 2013, for the purpose of determining the directors liable to retire by rotation, the Independent Directors are not included in the total number of Directors of the Company. Accordingly, Mr. Kantilal Savla (DIN: 00403389) shall retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment as a Director of the Company. Miss. Grishma Savla appointed as an Additional Director on 12th August, 2014 was appointed as a Director of the Company in the Twentieth Annual General Meeting held on 30th September, 2014, whose period of office is liable to retire by rotation. Mr. Bhavesh Parekh was appointed as an Additional Director in the Company pursuant to the provisions of section 161 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 by the Board of Directors at their meeting held on 21st July, 2015. In terms of section 149 of the Companies Act, 2013, Mr. Bhavesh Parekh being eligible and offering himself for appointment, is proposed to be appointed as an Independent Director under section 149 of the Companies Act, 2013 to hold office for a term up to the conclusion of March 31, 2020. In the opinion of the Board, Mr. Bhavesh Parekh fulfill the condition specified in the Companies Act, 2013 and rules made there under for their appointment as an Independent Directors of the Company and are Independent of the management. The proposal regarding the appointment/re-appointment of the aforesaid Directors is placed for your approval. Brief profiles of the Directors proposed to be appointed/re-appointed as required under clause 49 of the Listing Agreement, are part of the Notice convening the Annual General Meeting Mr. Bharat Shah (Non Executive, Independent Director) resigned from the post of Directorship on 31st March, 2015 pursuant to section 168 of the Companies Act, 2013 and other applicable provisions if any of the Act. The management places on record its appreciation for the valuable services rendered by him during his tenure. Mr. Sabu Daniel (Non Executive, Independent Director) resigned from the post of Directorship on 21st July, 2015 pursuant to section 168 of the Companies Act, 2013 and other applicable provisions if any of the Act. The management places on record its appreciation for the valuable services rendered by him during his tenure. 9. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS: Annual performance evaluation of Board, its committees (namely, Audit, Nomination and Remuneration and Stakeholders Relationship Committees) and all the Directors individually has been done in accordance with the Performance Evaluation Framework adopted by the Nomination and Remuneration Committee of the Company. The Performance Evaluation Framework sets out the performance parameters as well as the process for performance evaluation to be followed. Performance evaluation forms were circulated to all the Directors to record their evaluation of the Board, its Committees and Non-executive Directors of the Company. The Board of Directors reviewed the performance of Independent Directors and Committees of the Board. Nomination and Remuneration Committee also reviewed performance of the Company and every Director. 10. REMUNERATION TO DIRECTORS: The Company did not pay any remuneration, sitting fees for attending Board/Committee Meetings and commission to any of its Directors during the year under review. 11. REMUNERATION POLICY: The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. Major criteria defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company is available on the website of the Company: www.vaghanitechnobuild.com 12. DECLARATION BY AN INDEPENDENT DIRECTORS: All the Independent Directors have given declarations that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange. 13. MEETINGS OF BOARD AND COMMITTEES: Board of Directors: The Board of Directors met 8 (Eight) times during the financial year ended 31st March 2015 in accordance with the provisions of the Companies Act, 2013 and rules made there under. The dates on which the Board of Directors met during the financial year under review are as under: 27th May, 2014; 12th August, 2014; 1st September 2014; 14th November, 2014, 6th December, 2014; 14th February, 2015; 27th March, 2015, 31st March, 2015. Details of all Board Committees along with their composition and meetings held during the year under review are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. 14. DIRECTORS RESPONSIBILITY STATEMENT: The Board of Directors hereby confirms: (i) in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;. (ii) 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 loss of the company for that period;. (iii) 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. (iv) the directors had prepared the annual accounts on a going concern basis. (v) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and (vi) 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. 15. INDUSTRIAL RELATIONS: The industrial relations continued to be generally peaceful and cordial during the year. Your Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees during the year 16. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF): Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) pursuant to the provisions of section 125 of the Companies Act, 2013 read with relevant rule, if any, applicable. 17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: During the year under review, the Company has not entered into any contracts or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013. 18. CASH FLOW STATEMENT: In conformity with the Accounting Standard - 3 issued by the Institute of Chartered Accountants of India and the provisions of Clause 32 of the Listing Agreement with the BSE Limited, the Cash Flow Statement for the year ended March 31, 2015 is annexed to the accounts. 19. PARTICULARS OF EMPLOYEES: There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as covered under the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION & FOREIGN EXCHANGE: The Company has not consumed energy of the significant level and accordingly no measures were taken for energy conservation and no additional investment was made for reduction of energy conservation. The particulars regarding technology absorption and Foreign exchange earnings and out go pursuant to Section 134 (3) (m) of the Companies Act, 2013 are NIL. 21. CORPORATE GOVERNANCE: As per clause 49 of the Listing Agreement with the Stock Exchange, the report of the Corporate Governance and the Certificate of the practicing Company Secretaries PRS Associates, Mumbai in respect of compliance thereof is enclosed herewith as Annexure I and forming part of this report. 22. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT - 9 is annexed herewith as Annexure II. 23. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES: During the year under review, the Company does not meet any of the criteria as set out in Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. Hence, the requirement for furnishing of details of Corporate Social Responsibility is not applicable to the Company 24. RISK MANAGEMENT POLICY Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report. 25. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE: During the year under review, there were no other material events and commitments affecting financial position of the Company occurring after Balance sheet date. 26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS, IF ANY: There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations. 27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. 28. VIGIL MECHANISM / WHISTLE BLOWER POLICY: The Company has established a vigil mechanism (Whistle Blower Policy) for Directors and employees of the Company to report genuine concerns. The Whistle Blower Policy provides for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. Major scope, safeguards and procedure for disclosure for vigil mechanism is available on the website of the Company: www.vaghanitechnobuild.com 29. AUDITORS: Statutory Auditor: M/s M. L Bhuwania and Co. (MLB), Chartered Accountants, retiring auditors, is eligible for re- appointment and has expressed their willingness to accept office, if re-appointed. They have furnished a Certificate under section 141 of the Companies Act, 2013 for their eligibility for re-appointment and consent letter to act as a auditor They have further confirmed that the said appointment, if made, would be within the prescribed limits under section 143(1)(g) of the Companies Act, 2013.Your directors recommend their appointment as the statutory auditors till the conclusion of the next Annual General Meeting. Secretarial Auditor: Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. PRS Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report (e-form MR-3) is annexed herewith as Annexure-III. Internal Auditor: Pursuant to the provisions of section 138(1) of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts Rules, 2014, the Company has appointed M/s P.M. Maisheri and Associates, Chartered Accountants, as an Internal Auditor of the Company for the Financial year 2014-15. 30. AUDITORS REPORT: The notes on financial statements referred to in the Auditors Report are self - explanatory and do not call for any other comments. 31. KEY MANAGERIAL PERSONNEL: Company Secretary Ms. Archana Todi was appointed as a Key Managerial Personnel designated as Company Secretary of the Company in place of Mr. Amit Surase, pursuant to section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Chief Financial Officer Ms. Grishma Savla was appointed as a Key Managerial Personnel designated as Chief Financial Officer of the Company by the Board of Directors pursuant to section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 32. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES: The Company has not paid any remuneration, sitting fees for attending Board/Committee Meetings and commission to any of its Directors during the year under review. Therefore, the median has not been calculated. 33. SUBSIDIARIES: The Company has no subsidiaries 34. AMOUNT TRANSFER TO RESERVES: During the year under review, the question of transferring any amount to reserves pursuant to the provisions of section 134(3)(j) of the Companies Act, 2013 does not arise as the Company has incurred a loss during the year. 35. ISSUE OF SHARES: The Company has not issued any shares with differential rights, sweat Equity Shares, equity shares under Employees Stock Option Scheme and hence no information as per provisions of the companies Act, 20132 is required to be furnished. The Company did not make any Public Issues, Right Issues or Preferential Issues in the year under review. 36. SEXUAL HARRASMENT During the year under review, there were no cases filed or reported pursuant to the sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 37. LISTING WITH STOCK EXCHANGES: The Company has complied with the requirements of the BSE Ltd. / SEBI and any Statutory Authority on all matters related to capital markets during the last three years. No penalties or strictures have been imposed on the Company by these authorities. Shares of the Company are listed with BSE Limited. Scrip Code No. 531676. The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company''s shares are listed. 38. ACKNOWLDEGEMENTS: Your Company and its Directors wish to sincerely thanks all the customers, financial institutions, creditors etc for their continuing support and co-operation. Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company and also sincerely thank the shareholders for the confidence reposed by them in the Company and from the continued support and co-operation extended by them. For and on behalf of the Board of Directors For Vaghani Techno-Build Limited Sd/- Kantilal M Savla Chairman & Whole Time Director Place: Mumbai Date: 1st September, 2015

Director’s Report