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డైరెక్టర్ల నివేదిక Emrock Corporation Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting the 31st Annual Report of Vaghani Techno Build Limited (âthe Companyâ) along with the Audited Statement of Accounts for the year ended 31st March, 2025.
|
1. FINANCIAL RESULTS: (Rs in Lakhs) |
|||
|
Particulars |
As on 31st March, 2025 |
As on 31st March, 2024 |
|
|
Total Income |
67.40 |
16.50 |
|
|
Total Expenses |
44.29 |
7.33 |
|
|
Profit (Loss) before Tax |
23.11 |
9.17 |
|
|
Provision for Tax |
6.11 |
19.29 |
|
|
Profit (loss) after Tax |
17.00 |
(10.12) |
|
|
Balance brought forward: Surplus in the Profit & Loss Account |
194.26 |
204.39 |
|
|
Add : Profit/(loss) for the year |
17.00 |
(10.12) |
|
|
Balance carried to Balance Sheet |
211.26 |
194.26 |
|
Following the successful completion of the open offer, the company has transitioned from a lossmaking position in the previous financial year to posting a net profit in the current period. This turnaround marks a significant milestone in our operational and financial strategy.
During the year under review, the Company has incurred profits of Rs. 17.00 Lakhs as compared to loss amounting to Rs. 10.12 Lakhs in the previous year. This return to profitability reflects the positive impact of the open offer, combined with disciplined execution and a renewed strategic focus. The company remains committed to sustaining and building on this performance through continued operational improvements and prudent financial management.
Barring unforeseen events, your director expects to achieve better results in the coming years. Various ratios are adequately given at notes to the Audit report, Members are requested to refer the same.
3. BUSINESS OPERATIONS AND FUTURE PLANS:
During the financial year, the Company successfully completed an Open Offer in accordance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Pursuant to this, there has been a significant change in the shareholding structure, resulting in a change in Promoters and the Board of Directors.
With the induction of new Promoters and a reconstituted management team, the Company has entered a transformative phase. The new leadership brings with it a strategic vision focused on longterm value creation, operational efficiency, and sustainable growth.
In line with the new strategic direction and business priorities, the Object Clause of the Memorandum of Association has been amended after obtaining necessary approvals from shareholders and statutory authorities. The revised Object Clause now aligns with the new business activities the Company proposes to undertake, providing it with greater flexibility to diversify and grow across different sectors.
Under the new management, the Company is poised to pursue an aggressive growth strategy. Key focus areas of the company are Renewable Sector and Pharmaceuticals in accordance with the revised Object Clause. Further company intend to include hotels, restaurant and hospitality industry in main object of the company.
The Board and new Promoters remain committed to enhancing shareholder value through strategic transformation, prudent financial management, and transparent governance. Regular updates will be provided to shareholders on the progress of key initiatives and milestones achieved.
4. CHANGES IN THE NATURE OF BUSINESS, IF ANY:
During the year under review, the company has altered its Object Clause of Memorandum of Association of the company by passing special resolution through Postal Ballot dated 12th May 2025 to include Renewable Energy generation and Pharmaceuticals. Further, Company also intends to add hospitality object in main object of the company.
5. DIVIDEND:
In view of requirement of financial resources and considering the future requirements of funds, your Directors are unable to recommend any Dividend for the year ended 31st March, 2025.
No amount has been transferred to any Reserve/s Account during the year under review.
Pursuant Section 92(3) Annual Return will be available on following weblink: https://www.vaghanitechnobuild.com/ Company will upload the Annual Return as per the provisions of the Companyâs Act 2013.
8. SHARE CAPITAL OF THE COMPANY
The Paid-up Equity Share Capital as at 31st March, 2025 was Rs. 5,22,00,000/- divided into 52,20,000 Equity Shares, having face value of Rs. 10/- each fully paid up. During the year under review, the Company has not issued any share with differential voting rights not granted any stock neither option nor sweat equity.
The Company has issued and allotted 2,35,35,491 Convertible Warrants each convertible into, or exchangeable for, one fully paid- up equity share of the Company of face Value of Rs. 10/- each at a price of Rs. 11/- on Preferential Basis to promoters and non-promoters on 10th May 2025, as per the name stated out in notice convening EGM, in terms of the special resolution passed by the shareholders of the Company at their EGM held on 18th February, 2025, and pursuant to in-principal approval received from BSE on 28th April, 2025.
Further, At the Extra-ordinary General Meeting held on 18th February, 2025, members have approved the increase in Authorised Share Capital of the Company from the Existing Rs. 10 crores divided into 1 crore Equity Shares of Rs. 10 each to Rs. 30 Crores divided into 3 Crores Equity Shares of Rs. 10 Each, and subsequently altered capital Clause V of MOA.
9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal Auditors are an integral part of the internal control mechanism. To maintain its objectivity and independence, the Internal Auditors reports to the Chairman of the Audit Committee of the Board.
All the properties and the insurable interest of the company wherever necessary and to the extent required have been adequately insured.
11. AUDITORS AND REPORT:a) STATUTORY AUDITOR
On the recommendation of Audit Committee and pursuant to section 139 and other applicable provision of the companies act, 2013 read with the companies (Audit and Auditors) rules, 2014, as amended, the Members of the company at their AGM held on 29th August, 2024, approved the appointment of M/s Purushottam Khandelwal & Co, Chartered Accountants (Firm Registration No. 123825W), as a Statutory Auditor of the Company for the term of five years commencing from the conclusion of 30th AGM of the company till the conclusion of 35th AGM of the company at a remuneration as may be agreed upon by the Audit Committee/Board of Directors in consultation with the Statutory Auditor.
The company had received the written Consent and Eligibility Certificate from M/s Purushottam Khandelwal & Co., in accordance with section 139, 141, and other applicable provisions of the companiesâ act, 2013.
In the opinion of the directors, the notes to the accounts are self-explanatory and adequately explained the matters, which are dealt with by the auditors. The Auditors Report does not contain any qualifications, reservations or adverse remarks in the report and hence nothing to report thereon.
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 Niyati S Loladiya & Associates, Chartered Accountants (Firm registration No.: 141380W) as an Internal Auditor of the Company for the Financial year 2024-2025.
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. Krishna Bhavsar & Associates, Practising Company Secretary, to undertake the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report (form MR-3) is annexed herewith as Annexure-IV.
With reference to the qualification/remarks/observations, mentioned in the Secretarial Audit Report, the Board of Directors states that the delay in compliance was by the erstwhile management, before the open offer period , new managament and company assure consistently strive to ensure timely compliance with all applicable laws. The Board has taken note of the lapse, which was inadvertent, and assures that necessary steps have been taken to avoid such occurrences in the future. We the new management ensure timely compliance for future governance.
Appointment of Secretarial Auditor
In light of the recent amendments in the SEBI Listing Regulations, listed entities are required to appoint a secretarial auditor for a period of five years effective from financial year 1 April 2025.
Accordingly, Board has recommended the appointment of M/s. Krishna Bhavsar & Associates, Practising Company Secretary, a peer reviewed unit as Secretarial Auditor of the Company for a term of 5(five) consecutive years for approval of the Members at ensuing AGM of the Company.
Brief resume and other details of proposed secretarial auditor, forms part of the Notice of ensuing AGM. M/s. Krishna Bhavsar & Associates, have given their consent to act as Secretarial Auditor of the Company. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditor in terms of provisions of the Act & Rules made thereunder and SEBI Listing Regulations.
12. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION. RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:
There is no additional qualification, reservation or adverse remark given by statutory Auditor and for the remarks/qualification Secretarial Auditor is self-explanatory. The Board make full endeavour to timely comply all the requirements stated in the secretarial Audit report and assure that in future such compliance will be done in timely manner without any delay.
13. DETAILS WITH RESPECT TO FRAUD BY THE AUDITORS:
The reports given by the Auditors on the Standalone Financial Statements of the Company for the financial year ended March 31, 2025 form part of this Annual Report. The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.
14. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provisions of Section 134 (3) (o) and 135(1) of the Companies Act, 2013 read with Rule 8 of Companies (CSR) rules is not applicable to the Company as it is not falling under the criteria mentioned in the Act.
15. DIRECTORS:
Changes in Directors and Key Managerial Personnel
Pursuant to the successful completion of the Open Offer, there has been a significant change in the management and composition of the Board of Directors of the Company. Following the change in control, the erstwhile directors have tendered their resignations and the new directors were appointed on Board in accordance with applicable regulatory requirements.
Following are the changes that took place during the year under review:
1. Mr. Kantilal Manilal Savla (DIN: 00403389), whole-time director of the company and Ms. Grishma Kantilal Savla, (DIN: 01693533) Director of the company and Mr. Nishit Kantilal Savla (DIN: 01552667) Director and CFO of the Company have resigned from the company vide their resignation letter dated 7th January, 2025.
2. Mr. Sushil Kapoor, an Independent Director (DIN: 00852605) and Mr. Ranjit Sanjeeva Shetty, an Independent Director (DIN: 03152126) have resigned from the company vide their resignation letter dated 29th May, 2024 and Mr. Bharat Shah Laljee were appointed as Independent Director (DIN: 06432795) of the company on 29th May, 2024.
3. Mr. Parth Tulsibhai Patel (DIN: 07289967), Mr. Jatinkumar Tulsibhai Patel (DIN: 01473158) and Mr. Arjunkumar Jagdishbhai Patel (DIN: 08982762) who were appointed as an Additional Directors on Board on 5th Sepetember, 2024 were regularised and Mr. Parth Tulsibhai Patel (DIN: 07289967) was appointed as Director and CFO of the company and Mr. Jatinkumar Tulsibhai Patel (DIN: 01473158) was appointed as Managing Director of the company and Mr. Arjunkumar Jagdishbhai Patel (DIN: 08982762) was appointed as Whole-time Director of the company on 23rd January, 2025.
4. Mr. Rajeshkumar Mukundkumar Pandya (DIN: 10896106) and Mr. Ashokkumar Dashrathbhai Patel (DIN: 10896139) were appointed as an Independent Directors of the company on 23rd January 2025.
5. Mrs. Falguni Purvesh Guru (DIN: 10896152) was appointed as an Independent Woman Director of the company on 23rd January 2025.
6. Mr. Rohan Mansukh Shah, (DIN: 07490755) and Mr. Bharat Laljee Shah, (DIN: 06432795), Non-Executive Independent Directors have resigned from the company vide their resignation letter dated 12 th August, 2025
7. The Board of Directors of the company had appointed Mr. Parth Tulsibhai Patel (DIN: 07289967) as Chairman of the Board of the company on 26th May 2025.
We place on record our sincere appreciation for the valuable contributions made by the outgoing directors during their tenure. We also welcome the newly appointed directors and look forward to their strategic guidance and leadership in driving the Company forward.
Further, In terms of Section(s) 149, 152 and all other applicable provisions of the Companies Act, 2013, for 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. Parth Tulsibhai Patel - Director (DIN: 07289967), shall retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment as Director of the Company.
Board recommend to appoint him as director of the company. None of the directors, KMP except Mr. Parth Tulsibhai Patel being appointee and Mr. Jatinkumar Tulsibhai Patel being relative are interested in the said resoltuion of appointment of Mr. Parth Tulsibhai Patel.
A. Familiarization Program for Independent Directors
Every Independent Director of the Company is provided with ongoing information about the industry and the Company so as to familiarize them with the latest developments. The Independent Directors also visit the facilities at various locations of the Company where they can visit and familiarize themselves with the operations of the Company.
B. Annual Evaluation of Board of Directors, its Committees and individual Directors:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual evaluation of its own performance, performance of all the directors, as well as the working of its committees. The performance of the Board was evaluated by the Board after taking into consideration inputs received from the directors covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its committees.
A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board who are evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interests of the Company and its minority shareholders etc. The performance evaluation of the Independent directors was carried out by the entire Board. The performance evaluation of the Chairman and the non-independent directors was carried out by the independent directors who also reviewed the adequacy and flow of information of the Board. The directors expressed their satisfaction with the evaluation process.
16. DECLARATION BY 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 Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also regarding compliance the Code for Independent Directors as prescribed in Schedule IV to the Act.
17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other business matters. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.
18. COMMITTEES OF THE BOARD:
During the financial year 2024-25, the Company had three (3) Committees of the Board, namely:
⢠Audit Committee
⢠Nomination and Remuneration Committee
⢠Stakeholders Relationship Committee
Minutes of meetings of the Committees are placed before the Board for information. The details as to the composition, terms of reference, number of meetings and related attendance, etc. Of these Committees are provided in detail, in the Corporate Governance Report, which forms a part of this Annual Report.
19. 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 Chairman of the Audit Committee in appropriate or exceptional cases. The Vigil Mechanism /Whistle Blower policy has been posted on the website of the Company www.vaghanitechnobuild.com
20. NOMINATION AND REMUNERATION POLICY:
The Nomination & Remuneration Committee of the Board of Directors has adopted a policy, which deals with the manner of selection and appointment of Directors, Senior Management and their remuneration. The policy complies with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013.
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
21. SECRETARIAL STANDARD
The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:
During the year under review, none of the transactions with related parties falls under the scope of section 188(1) of the Act. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-I in Form AOC-2 and the same forming part of this report.
23. CORPORATE GOVERNANCE:
The paid up Equity Share Capital and Net Worth as per audited Balance Sheet as at 31st March 2025 of the company is Rs. 5,22,00,000 and Rs. 7,33,26,296 respectively.
In view of the same and pursuant to clause 15 (2) (a) of SEBI (LODR) Regulations, 2015, the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D, and E of Schedule V of SEBI (LODR) Regulations, 2015 shall not apply to our company.
However, as a matter of good Corporate Governance practice, a detailed report on the Corporate Governance system and practices of the Company forming part of this report is given as a separate section of the Annual report as Annexure - III.
24. RISK MANAGEMENT POLICY:
The Company follows a pro-active risk management policy, aimed at protecting its assets and employees, which at the same time ensuring growth and continuity of its business. Further, regular updates are made available to the Board at the Board meeting and in special cases on ad-hoc basis.
As company does not fall under top 1000 top listed company hence Company is not required to form Risk management committee.
25. DIRECTORS RESPONSIBILITY STATEMENT:
In compliance with Section 134(3)(c) and 134(5) of the companies Act, 2013, your directors, on the basis of information made available to them, confirm the following for the year under review:
1. in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards had been followed and that no material departures have been made from the same.
2. They 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 of the loss of the company for that period.
3. They have taken proper and sufficient care to the best of their knowledge and ability 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.
4. They have prepared the annual accounts on a going concern basis.
5. They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
7. 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.
26. MANAGEMENT DISCUSSION AND ANALYSIS:
A Management Discussion and Analysis on the business and operations of the company forming part of this report is given as a separate section of the annual report as Annexure- II.
27. MANAGERIAL REMUNERATION:
During the year under review, the Company has not paid any sitting fees for attending Board / Committee Meetings and Commission to any of its independent Directors.
28. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES:
The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:
|
Executive directors/ Non-executive director |
Ratio to median |
|
None of the director {executive /non-executive} receiving any remuneration. |
N.A. |
Note: Considering the financial situation none of the director is receiving any remuneration hence the data is not comparable.
b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year
|
Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary |
% increase in remuneration in the financial year |
|
CS |
0 |
|
CFO |
0 |
|
Directors |
0 |
Note: Considering the financial situation of attrition of employees and CFO is not receiving any remuneration hence the data is not comparable.
c. The percentage increase in the median remuneration of employees in the financial year-.
N.A.
d. The number of permanent employees on the rolls of Company- 02.
e. Average percentile increase already 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
f. Affirmation that the remuneration is as per the remuneration policy of the Company: none of the directors is receiving any remuneration.
There is no employee appointed in the company for which Information required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required to be provided.
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 under review. Your company has taken adequate steps for the health and safety of its employees.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
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 for the financial year 2024-25 are NIL.
During the year under review, there were no cases filed or reported under POSH, pursuant to the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The company aims to fully comply with the provisions of the Maternity Benefit Act 1961 as amended. This Act provides for maternity leave, maternity bonus, and other benefits to women employees to ensure their health and well-being during and after pregnancy. The Company remains committed to promoting a supportive and inclusive workplace for all women employees.
Applicable provisions of Cost Audit compliance, if any, were dealt separately. During the year under review cost audit was not applicable to company
34. TAXES
Company is regularly paying Income tax, Goods and Services T ax, Sales T ax, and other statutory dues like Provident Fund, ESIC, as applicable. As regard to applicable Taxes appropriate provision and treatments have been made as per law. Details of the payment refund and appeals and disputed amount, if any, have been adequately provided in audit report and the same are self-explanatory and the amount of dispute is being dealt with various authorities and waiting for final outcome.
The company has received a Demand notice (No. ITBA/COM/F/17/2024-25/1072611218(1) dated 28th January, 2025) in relation to Penalty Proceedings under section 271C of the Income tax Act, 1961 for the Assessment Year 2018-19 (Financial Year 2017-18) from the Income Tax department for a demand of Rs. 28,750/- (Rupees Twenty-Eight Thousand Seven Hundred Fifty Only) vide Order No. ITBA/COM/F/17/2024-25/1067187542(1) dated 31st July, 2024. The challan has been paid by the company vide challan No. 6910013 and deposited the demand amount of Rs. 28,750/- on 16th August, 2024.
35. DEPOSITS:
The Company has not accepted any deposits from public within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review and no amount of principal or interest on fixed deposits was outstanding as on the Balance Sheet Date.
36. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:
The loans if any, made by the Company are within the limits prescribed u/s 186 of the Companies Act, 2013 and no guarantee or security is provided by the company. The particulars of loans, guarantees and investments have been disclosed in the financial statements.
37. 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).
38. CASH FLOW STATEMENT:
In conformity with the Accounting Standard issued by the Institute of Chartered Accountants of India and the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Cash Flow Statement for the year ended March 31, 2025 is annexed to the accounts.
39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS, IF ANY:
There are no significant material order passed by the Regulators/ Courts which would impact the going concern status of your Company and its future operations.
40. MATERIAL EVENTS OCCURING AFTER BALANCE SHEET DATE:
During the year under review, the following material events occurred after the balance sheet date:
a. Allotment of Warrants:
The Company had allotted 2,35,35,491 convertible warrants on a preferential basis to Promoters and Non-Promoters vide their board resolution passed in Board meeting held on 10th May, 2025, pursuant to the approval received from shareholders and in-principal approval received from BSE Ltd and in compliance with applicable provisions of the Companies Act, 2013 and SEBI (ICDR) Regulations, 2018.
Each warrant is convertible into one equity share of face value ^ 10/- each at a price of ^ 11/- per share (including premium). The warrant holders have paid 25% of the total consideration at the time of allotment, and the balance will be payable at the time of conversion anytime within 18 months.
b. Change of Object clause of the Company:
The Company has altered its main object clause of the Memorandum of Association to diversify into the fields of solar power generation and pharmaceuticals, in addition to its existing business of real estate activities pertaining to Transfer of Development Rights (TDR).
This change was approved by the shareholders through a special resolution passed at the ExtraOrdinary General Meeting held through Postal Ballot on 12th May 2025. The necessary filings have been made with the Registrar of Companies and a certificate of registration of the special resolution has been received under Section 13 of the Companies Act, 2013.
c. Shifting of Registered Office:
The Members of the Company at their Extra-Ordinary General Meeting held through Postal Ballot on 12th May 2025 approved the shifting of registered office of the company from the State of Maharashtra to the State of Gujarat, subject to the approval of Central Government /Regional director, Western Region, Mumbai or any other authority constituted in that behalf.
An Intimation has been given to the Registrar of Companies as required under Section 12 of the Companies Act, 2013 and a Petition has been filed with Regional Director, Western Region, Mumbai on 16th July, 2025.
d. Change of Name of the Company:
The Board of the Company at their Board Meeting held on 26th May, 2025 have resolved to reserve the name of the Company to reflects and aligns with the newly adopted object clause of the Company. On receipt of approval for reservation of name from Registrar of Company, the board of the company at their meeting held on Tuesday, 12.08.2025, have approved to change the name from âVaghani Techno-Build Limitedâ to âEmrock Corporation Limitedâ subject to approval of Members at the ensuing annual general meeting and subject to approval of the Central Government.
41. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OR QUALIFIED INSTITUTIONS PLACEMENT AS SPECIFIED UNDER REGULATION 32 (7A):
The company had raised funds through preferential allotment of convertible warrants with the primary objective of meeting its working capital requirement and supporting general corporate purpose to expand its business operations.
Subsequently, the Company obtained necessary approvals and amended its main objects to include two additional business - Renewable Energy and Pharmaceuticals. In line with the revised objectives, the entire amount of funds raised has been fully utilized towards activities related to the newly added business segments and in accordance with the overall business strategy
42. STATEMENT OF DEVIATION(S) OR VARIATION(S):
Pursuant to Regulation 32 of SEBI (LODR) Regulations, 2011, explanation for the variation is as under:
The company initially proposed to utilize the funds raised through preferential allotment of convertible warrants for meeting its working capital requirement and supporting general corporate purpose to expand its business operations. However, after alteration of its main objects, there has been a variation in the utilization of funds. The entire proceeds have been deployed towards the development and operational requirements of these newly added business, in alignment with the revised business objectives of the Company.
Funds utilised only in respect of main objects of the company.
This variation in utilization is in the best interest of the Company and its stakeholders and is consistent with long-term strategic growth plans.
43. SUBSIDIARY. IOINT VENTURES AND ASSOCIATE COMPANIES:
Since the Company has no subsidiaries, Joint Ventures and Associate Companies provisions of Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(iv) of Companies (Accounts) Rules, 2014 are not applicable.
44. LISTING WITH STOCK EXCHANGE:
Equity Shares of the Company are listed on BSE Limited, Mumbai having Scrip Code No. 531676.
The Company confirms that it has paid the Annual Listing Fees for the financial year 2025-2026 to BSE Ltd. Where the Companyâs shares are listed.
45. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
During the year, there have been no applications made or any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
46. THE 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:
During the year, there has been no one-time settlement of Loan and therefore this point is not applicable.
47. ACKNOWLEDGEMENTS:
Your Company and its Directors wish to sincerely thank all the customers/ clients, vendors, investors, financial institutions, creditors and various Government Authorities etc for their continuing support and co-operation and hope that the same will continue in future.
Your Directors also wish to place on record their deep appreciation for the dedication and hard work put by the employees at all levels towards the growth of the Company. Last but not the least, the Board of Directors wish to thank the Investor/ Shareholders for their support, co-operation and faith in the Company.
Mar 31, 2024
Your Directors have pleasure in presenting the Thirteeth Annual Report of Vaghani Techno Build Limited
(âthe Companyâ) along with the Audited Statement of Accounts for the year ended 31st March, 2024.
1. FINANCIAL RESULTS:
(Rs in Lakhs)
|
Particulars |
31-03-2024 |
31-03-2023 |
|
Total Income |
16.50 |
15.99 |
|
Total Expenses |
7.33 |
8.09 |
|
Profit (Loss) before Tax |
9.17 |
7.91 |
|
Provision for Tax |
19.29 |
1.95 |
|
Profit (loss) after Tax |
(10.12) |
5.96 |
|
Balance brought Surplus in the Profit & Loss |
204.38 |
198.42 |
|
Add : Profit/(loss) for the year |
(10.12) |
5.96 |
|
Balance carried to Balance |
194.26 |
204.38 |
2. PERFORMANCE & RESULTS:
During the year under review, the Company has suffered loss amounting to INR 10.12 lacs as against profit of
INR 5.96 lacs 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)
and real estate business. Further steps will be taken to accelerate the same. During the year under review the
registered office of the Company changed from D Wing, Karma Sankalp, Corner of 6th and 7th Road of
Rajawadi, Ghatkopar (East)Mumbai, Maharashtra, India 400077 to 903 & 904, 9th Floor, Krushal Commercial
Tower, Ghatkopar-Mahul Road, Chembur (West), Mumbai, Maharashtra, India, 400089
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:
In view of the instability of business prospects, your Directors have not recommended any Dividend for
financial year under review.
6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. The internal Auditors are an integral part of the internal control mechanism. To maintain its
objectivity and independence, the Internal Auditors reports to the Chairman of the Audit Committee of the
Board.
7. AUDITORS AND REPORT:
a) STATUTORY AUDITOR
The appointment term of earlier Auditor M/s. Shah & T aparia, Chartered Accountants will end at the ensuing
Annual General Meeting, the Board has appointed M/s. Purushottam Khandelwal & Co, Chartered Accountants,
as a Statutory Auditors of the Company from the F.Y. 2024-25, who will be appointed for term of 5 years subject
to approval of the members at the ensuing Annual General Meeting.
M/s Purushottam Khandelwal & Co, Chartered Accountants (Firm Registration No. 123825W), is eligible for
appointment and have expressed their willingness to accept office, if appointed.
Since they have specifically expressed their willingness to be appointed as Auditors, your directors
recommend their appointment as the Statutory Auditors of the Company in the upcoming Annual General
Meeting for five years from the conclusion of 30th Annual General Meeting till the conclusion of the 35th
Annual General Meeting for the FY 2028-29 of the Company. They have furnished a Certificate under section
141 of the Companies Act, 2013 for their eligibility for appointment and consent letter to act as an auditor.
The notes on financial statements referred to in the Auditors Report are self- explanatory and do not call for
any other comments. The Auditors Report does not contain any qualifications, reservations or adverse
remarks.
b) 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. NAM & Associates,
Practising Company Secretaries, to undertake the Secretarial Audit of the Company for the Financial Year
2023-24. The Secretarial Audit Report (form MR-3) is annexed herewith as Annexure-IV. The Secretarial
Audit Report contain following qualification, reservation or adverse remarks:
|
Sr. No |
Secretarial Auditor Remark |
Management Reply |
|
1 |
(i) There was delay in filing following E forms to the Registrar of Companies, Mumbai: A. MGT-14- For Adoption of Audited Financial B. MGT-14- For appointment of Internal Auditor and C. MGT-14- For the filing of resolution passed in the |
The Company has filed all the |
|
2 |
The Company has appointed Statutory Auditor in the Annual |
The Company will appoint the |
|
3 |
The Company has not given reply in the Director''s Report to |
The qualification was related to |
|
4 |
The term of Independent Director named Mr. Sushil Kapoor Due to end of term of appointment of above-mentioned i. Audit Committee ii. Nomination and Remuneration Committee |
The Company has appointed Mr. |
|
5 |
The Company''s website www.vaghanitechno-build.com was |
The Company is in process to |
|
6 |
The Company has not filed announcement in XBRL format for |
The Company inadvertently |
|
7 |
There were delays in submitting Structured Digital Database |
There was an inadvertent delay |
b) 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 Niyati S Loladiya & Associates, Chartered
Accountants, as an Internal Auditor of the Company for the Financial year 2023-2024.
8. DETAILS WITH RESPECT TO FRAUD BY THE AUDITORS:
The reports given by the Auditors on the Standalone Financial Statements of the Company for the financial
year ended March 31, 2024 form part of this Annual Report along with the qualification, reservation, adverse
remark or disclaimer given by the Auditors in their Reports. The Auditors of the Company have not reported
any fraud in terms of the second proviso to Section 143(12) of the Act.
9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provisions of Section 134 (3) (o) and 135(1) of the Companies Act, 2013 read with Rule 8 of Companies
(CSR) rules is not applicable to the Company as it is not falling under the criteria mentioned in the Act.
10. DIRECTORS:
Changes in Directors and Key Managerial Personnel
In terms of Section(s) 149, 152 and all other applicable provisions of the Companies Act, 2013, for determining
the Directors liable to retire by rotation, the Independent Directors are not included in the total number of
Directors of the Company.
Accordingly, Ms. Grishma Kantilal Savla (DIN: 01693533) shall retire by rotation at the ensuing Annual General
Meeting and being eligible have offered herself for re-appointment as Director of the Company.
During the year under review following changes were taken place in the directors and KMPs:
1. Ms. Grishma Kantilal Savla resigned from the post of CFO w.e.f 14th December 2023 and Mr. Nishit
Kantilal Savla was appointed as CFO of the Company w.e.f 14th December 2023.
2. Mr. Anis Taher Attar was resigned from the post of Company Secretary and Compliance officer w.e.f 30th
December 2023 and Ms. Kirti Ludhrani was appointed as Company Secretary and compliance officer of
the Company w.e.f 30th March 2024.
3. Mr. Kantilal Manilal Savla (DIN: 00403389) was re-appointed as a Whole-Time Director of the Company
for the period of Five (5) years with effect from 02 nd February 2024 to 1st February 2029.
Other than above, there was no change in the composition of directors and KMP''s during the year under review.
A. Familiarization Program for Independent Directors
Every Independent Director of the Company is provided with ongoing information about the industry and the
Company so as to familiarize them with the latest developments. The Independent Directors also visit the
facilities at various locations of the Company where they can visit and familiarize themselves with the
operations of the Company.
B. Annual Evaluation of Board of Directors, its Committees and individual Directors:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual evaluation of its own performance,
performance of all the directors, as well as the working of its committees. The structured evaluation report
was prepared after taking into consideration inputs received from the directors covering various aspects of
the Board''s functioning such as adequacy of the composition of the Board and its committees. A separate
exercise was carried out to evaluate the performance of individual directors including the Chairman of the
Board who are evaluated on parameters such as level of engagement and contribution, independence of
judgment, safeguarding the interests of the Company and its minority shareholders etc. The performance
evaluation of the Independent directors was carried out by the entire Board. The performance evaluation of
the Chairman and the non-independent directors was carried out by the independent directors who also
reviewed the adequacy and flow of information of the Board. The directors expressed their satisfaction with
the evaluation process.
11. DECLARATION BY 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 Regulation 16(1)(b) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also regarding compliance
the Code for Independent Directors as prescribed in Schedule IV to the Act.
12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart
from other business matters.
The notice of Board Meeting is given well in advance to all the Directors. The Agenda of the Board / Committee
meetings is circulated at least a week prior to the date of the meeting.
During the year under review, Nine (9) Board Meetings and Five (5) Audit committee meetings were convened
and held. Details of each such meeting are given in the Corporate Governance Report. The intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013.
13. COMMITTEES OF THE BOARD:
During the financial year 2023-24, the Company had three (3) Committees of the Board, namely:
⢠Audit Committee
⢠Nomination and Remuneration Committee
⢠Stakeholders Relationship Committee
The Board decides the terms of reference for these Companies. Minutes of meetings of the Committees are
placed before the Board for information. The details as to the composition, terms of reference, number of
meetings and related attendance, etc. Of these Committees are provided in detail, in the Corporate Governance
Report, which forms a part of this Annual Report.
14. 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 Chairman of the
Audit Committee in appropriate or exceptional cases.
15. NOMINATION AND REMUNERATION POLICY:
The Nomination & Remuneration Committee of the Board of Directors has adopted a policy, which deals with
the manner of selection and appointment of Directors, Senior Management and their remuneration. The policy
complies with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013.
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.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:
During the year under review, the Company has entered into contracts / arrangements / transactions with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013, which were in ordinary
course of business and on an arm''s length basis. The details of which are as under:
All Related Party Transactions are placed before the Audit Committee and also the Board for their approval.
Prior omnibus approval of the Audit Committee is obtained for the transactions, which are of a foreseen and
repetitive nature.
The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving
details of all related party transactions, as approved is placed before the Audit Committee for review on a
quarterly basis.
|
Names of related |
Nature of relationship |
Nature of Contract |
Amount (in Lakhs) |
|
Integrated Spaces |
Common Directorship |
Loan outstanding at the |
189.56 |
|
Loan given during the |
16.50 |
||
|
Loan received back |
11.45 |
||
|
Loan Balance at the year |
194.61 |
||
|
Interest received on Loan |
16.50 |
The transactions with the related parties are disclosed in Note No. 27 to the ''Notes on Accounts forming part
of the Annual Report and in form AOC-2 (Annexure- I).
17. CORPORATE GOVERNANCE:
The paid up Equity Share Capital and Net Worth as per audited Balance Sheet as at 31st March 2024 of the
company is INR. 522 Lakhs and INR. 716.26 Lakhs respectively.
In view of the same and pursuant to clause 15 (2) (a) of SEBI (LODR) Regulations, 2015, the compliance with
the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub¬
regulation (2) of Regulation 46 and para C, D, and E of Schedule V of SEBI (LODR) Regulations, 2015 shall not
apply to our company.
However, as a matter of good Corporate Governance practice, a detailed report on the Corporate Governance
system and practices of the Company forming part of this report is given as a separate section of the Annual
report as Annexure - III.
18. RISK MANAGEMENT POLICY:
The Company follows a proactive risk management policy, aimed at protecting its assets and employees, which
at the same time ensuring growth and continuity of its business. Further, regular updates are made available
to the Board at the Board meeting and in special cases on ad-hoc basis.
19. DIRECTORS RESPONSIBILITY STATEMENT:
In compliance with Section 134(3)(c) and 134(5) of the companies Act, 2013, your directors, on the basis of
information made available to them, confirm the following for the year under review:
1. in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable
accounting standards had been followed and that no material departures have been made from the same.
2. They 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 of the loss of the company for that period.
3. They have taken proper and sufficient care to the best of their knowledge and ability 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.
4. They have prepared the annual accounts on a going concern basis.
5. They have laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively; and
6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
20. MANAGEMENT DISCUSSION AND ANALYSIS:
A Management Discussion and Analysis on the business and operations of the company forming part of this
report is given as a separate section of the annual report as Annexure II.
21. MANAGERIAL REMUNERATION:
During the year under review, the Company has not paid any sitting fees for attending Board / Committee
Meetings and Commission to any of its independent Directors, whereas remuneration to Company Secretary-
Anis T aher Attar was paid.
22. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES:
During the year under review, no remuneration has been paid to any of the directors, and hence the ratio of
remuneration of each Director to the median of the employees has not been calculated.
23. PERSONNEL / PARTICULARS OF EMPLOYEES:
The company continues to maintain cordial relationship with its workforce.
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.
The total number of permanent employees employed with your company as on 31st March, 2024 is 1 (One).
24. 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 under review.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
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.
26. ANNUAL RETURN:
In terms of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return of the
Company as on 31st March 2024 is available on the website of the Company www.vaghanitechnobuild.com.
27. SEXUAL HARASSMENT:
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.
28. DEPOSITS:
The Company has not accepted any deposits from public within the purview of provisions of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under
review and no amount of principal or interest on fixed deposits was outstanding as on the Balance Sheet Date.
29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provision of Section 186 of the Companies
Act, 2013 are given under note no. 3 of the Financial Statements.
30. 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).
31. CASH FLOW STATEMENT:
In conformity with the Accounting Standard issued by the Institute of Chartered Accountants of India and the
provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Cash Flow
Statement for the year ended March 31, 2024 is annexed to the accounts.
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS, IF ANY:
There are no significant material order passed by the Regulators/ Courts which would impact the going
concern status of your Company and its future operations.
33. MATERIAL EVENTS OCCURING AFTER BALANCE SHEET DATE:
During the year under review, there were no material events and commitments affecting the financial position
of the Company which have occurred between the end of the financial year under review and the date of this
report.
34. AMOUNT TRANSFERRED TO RESERVES:
During the year under review, the company does not propose to transfer any amount to its Reserves pursuant
to the provisions of Section 134(3)(j) of the Companies Act, 2013.
35. ISSUE OF SHARES:
The paid up capital of the Company as on 31st March 2023 was Rs. 5,22,00,000/-divided into 52,20,000 Equity
Shares having face value of Rs. 10/- each. During the year under review the Company has not issued any
further shares in the form of Sweat Equity Shares or Shares with differential rights or under Employee Stock
option scheme nor did it buy-back any of its shares.
36. SUBSIDIARY. IOINT VENTURES AND ASSOCIATE COMPANIES:
Since the Company has no subsidiaries, Joint Ventures and Associate Companies provisions of Section
134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(iv) of Companies (Accounts) Rules, 2014 are not
applicable.
37. LISTING WITH STOCK EXCHANGE:
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.
During the year under review there were no penalties levied by the BSE for non Compliance with SEBI (LODR)
Regulations, 2015.
Equity Shares of the Company are listed with BSE Limited havingScrip Code No. 531676.
The Company confirms that it has paid the Annual Listing Fees for the financial year 2024-2025 to BSE Ltd.
Where the Company''s shares are listed.
38. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE. 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE
END OF THE FINANCIAL YEAR:
During the year, there have been no applications made or any proceeding pending against the Company under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
39. THE 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:
During the year, there has been no one-time settlement of Loan and therefore this point is not applicable.
40. ACKNOWLEDGEMENTS:
Your Company and its Directors wish to sincerely thank all the customers/ clients, vendors, investors, financial
institutions, creditors and various Government Authorities etc for their continuing support and co-operation.
Yours Directors express their appreciation for the dedicated and sincere services rendered by the employees
of the Company and 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: 06th August 2024
Mar 31, 2015
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
Mar 31, 2014
Dear Members,
The Directors present their TWENTIETH ANNUAL REPORT together with the
Audited Accounts along-with the report of the Auditors for the year
ended 31st March, 2014
FINANCIAL RESULTS (in Lacs Rs.)
Particulars Year 2013-14 Year 2012-13
Income 114.00 289.34
Total Expenditure 81.95 691.26
Profit Before Tax 32.05 (401.92)
Provision for Tax - -
Profit /(Loss) for the 32.05 (401.92)
period (after tax)
DIVIDEND :
Your Directors feel that it is prudent to plough back the profits for
future growth of the Company and do not recommend any dividend for the
year ended 31st March, 2014.
REVIEW OF OPERATIONS :
During the year under review, the Company has earned a profit after tax
of Rs. 32.05 Lacs as against loss of Rs. 401.92 Lacs of the previous
year. Your Directors are continuously looking for future growth of the
Company in real estate industry
BUSINESS AND FUTURE PLAN :
The Company is trading in Transfer of Development Rights (TDR). Further
steps will be taken to accelerate the same.
FIXED DEPOSITS:
The Company has not accepted deposits from public and hence directives
issued by the Reserve Bank of India and the provisions of Section
58A,58AA or any other relevant provisions of the Companies Act, 1956
and the Companies (Acceptance of Deposits) Rules, 1975 are not
applicable for the year under audit
DIRECTORS :
Mr. Kantilal Savla, Director, retires by rotation and being eligible
offers himself for reappointment.
Pursuant to the provision of the Companies Act, 2013 and revised clause
49 of the Listing Agreement (effective from October 1,2014) Mr.. Bharat
Shah, Mr. Ramesh Meisheri and Mr. Sabu Daniel are proposed to be
appointed as Independent Director to hold office upto 31st March, 2019.
Miss. Grishma Savla, appointed as an Additional director, will hold
office till ensuing AGM and is eligible for re-appointment
The notice convening the AGM includes the proposal for appointment/
re-appointment of the aforesaid director are placed for your approval.
A brief resume of the Directors being re-appointed are attached to the
Notice of the ensuing Annual General Meeting.
The Board of Directors recommends their appointment/ re-appointment
AUDITORS :
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
Certificate u/s 141 of the Companies Act, 2013 for their eligibility
for re-appointment. 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.
AUDITORS'' REPORT :
Explanation to Auditors Report as required under Section 217(3) of
Companies Act, 1956
In Point VII of Annexure to Auditors Report, it is mentioned that the
Company does not have an internal audit System. Your director would
like to clarify that the Company is taking all steps to achieve
adequate internal audit system in the operation, optimum utilization of
resources and effective monitoring thereof and compliance with laws
applicable.
POLLUTION AND ENERGY CONSERVATION AND 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 217 (1) (e) of the Companies
Act, 1956 are NIL. During the year the company has not earned or
expended foreign exchange.
DIRECTORS'' RESPONSIBILITY STATEMENT :
The Board of Director of the Company confirms ::
1. That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
2. That 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 ended
31.03.2014 and of the Profit & Loss of the Company for that year;
3. That they had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
4. That the Directors have prepared the annual accounts on ''going
concern'' basis.
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 are appended hereto and forming part of this report.
LISITNG :
Shares of the Company are listed with BSE Limited. Scrip Code No.
531676.
The Company has paid the annual listing fee to the above stock exchange
for the financial year 2014-2015.
DEMATERIALIZATION OF SHARES :
To provide better and smooth services to the shareholders, the
company''s equity shares are made available for dematerialization in
electronic mode in the depository system operated by National
Securities Depository Limited (NSDL) and with the Central Depository
Services Limited (CDSL).
PARTICULARS OF EMPLOYEES :
There are no employee drawing in excess of limits prescribed under
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
APPRECIATION:
Your Directors express their sincere gratitude for the assistance and
co-operation extended by customers, various Government, Semi-Government
and Local Authorities, suppliers and business associates.
The Directors would also like to place on record their appreciation for
the dedicated efforts and services put in by employees of the Company.
For and on behalf of the Board of Directors
For Vaghani Techno Build Limited
Sd/-
Place: Mumbai Kantilal M Savla
Date: 01st Sept 2014 Chairman & Wholetime Director
Mar 31, 2013
Dear Members,
The Directors present their NINTEENTH ANNUAL REPORT together with the
Audited Accounts along-with the report of the Auditors for the year
ended 31st March, 2013
FINANCIAL RESULTS (in Lacs Rs.)
Particulars Year 2012-13 Year 2011-12
Income 289.34 320.34
Total Expenditure 691.26 334.43
Profit Before Tax (401.92) (14.10)
Provision for Tax - -
Profit/(Loss) for the period (401.92) (14.10)
(after tax)
DIVIDEND
The Board of Directors, in view of the loss incurred during the year,
regrets their inability to recommend any dividend for the year ended
31st March , 2013.
REVIEW OF OPERATIONS
The total income of the Company for the year under review was Rs.
289.34Lacs as against Rs. 320.34 Lacs achieved during the previous year.
Expenditure Incurred during the year is Rs. 691.26 Lacs and the Company''s
earnings is Rs.(401.92) Lacs as against (14.10) Lacs in the previous
year. EPS of the Company has decreased from Rs. (0.27) per share in the
previous year to Rs. (7.70) per share in the current year
BUSINESS AND FUTURE PLAN
The Company is trading in Transfer of Development Rights (TDR). Further
steps will be taken to accelerate the same.
DIRECTORS
Mr. Ramesh U. Meisheri retire by rotation and being eligible offers
himself for reappointment.
Mr. Jayesh Raichand Nisar resigned from the directorship due to his
pre-occupation and he ceased to be director of the Company w.e.f.
15/05/2012.The Board placed on record its appreciation for the valuable
services and support rendered by him during his tenure on the Board of
the Company.
Mr. Bavchandbhai J Vaghani resigned from the directorship due to his
pre-occupation and he ceased to be director of the Company w.e.f.
14/08/2012.The Board placed on record its appreciation for the valuable
services and support rendered by him during his tenure on the Board of
the Company
Mr. Manoj Shivnarayan Sharma resigned from the directorship due to his
pre-occupation and he ceased to be director of the Company w.e.f.
11/12/2012.The Board placed on record its appreciation for the valuable
services and support rendered by him during his tenure on the Board of
the Company.
Mr. Bharat L Shah appointed as an additional director of the Company
w.e.f. 11/12/2012. to hold office up to conclusion of this ensuing
Annual General Meeting and the approval of the members in the ensuing
Annual General Meeting would be sought for his appointment
Mr. Kantilal M Savla is reappointed as Whole time Director for a further
period of 3 years with effect from 31st January, 2013 without any
remuneration and the approval of the members in the ensuing Annual
General Meeting would be sought for his appointment
A brief resume of the Directors being re-appointed are attached to the
Notice of the ensuing Annual General Meeting.
DEPOSITS
The Company has not accepted any deposits from the public within the
meaning of the Companies (Acceptance of Deposits) Rules, 1975 during
the year under review.
AUDITORS
M/s M. L Bhuwania and Co., Chartered Accountants, retiring auditors, is
eligible for re-appointment and has expressed their willingness to
accept office, if re-appointed. They have furnished Certificate u/s 224
(IB) of the Companies Act, 1956 for their eligibility for
re-appointment. Your directors recommend their appointment as the
statutory auditors till the conclusion of the next Annual General
Meeting.
AUDITORS''REPORT
Explanation to opinions expressed under Independent Auditors Report and
Report on other Legal and Regulatory Requirements as required under
Section 217(3) of Companies Act, 1956
Under the heading Emphasis of matter the auditors have attempted to
draw the attention towards Note No. 11 of the Financial Statement which
states about advances of Rs. 65,00,000 which are outstanding since long
but no provision for doubtful advances has been made in the accounts
and mentioned that their opinion is not qualified in respect of this
matter. Here your directors would like to clarify that management is
hopeful of recovery
Under the heading Other matter the auditors have attempted to draw the
attention towards the matter that company has not appointed full time
Company Secretary as required by 383A of the Companies Act, 1956. Here
your directors would like to clarify that company is in the process of
appointing full time Company Secretary.
In Point VII of Annexure to Report on other Legal and Regulatory
Requirements it is mentioned that the Company does not have an internal
audit System. Your director would like to clarify that the Company is
taking all steps to achieve adequate internal audit system in the
operation, optimum utilization of resources and effective monitoring
thereof and compliance with laws applicable.
POLLUTION AND ENERGY CONSERVATION AND FOREIGN EXCHANGE
Your 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 217 (1) (e) of the Companies
Act, 1956 are NIL. During the year the company has not earned or
expended foreign exchange.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, your Directors hereby confirm the following:
1. That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
2. That 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 ended
31.03.2013 and of the Profit & Loss of the Company for that year;
3. That they had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
4. That the Directors have prepared the annual accounts on ''going
concern'' basis.
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 are appended hereto and forming part of this report.
LISITNG
Shares of the Company are listed with BSE Limited. Scrip Code No.
531676.
The Company has paid the annual listing fee to the above stock exchange
for the financial year 2012-13.
DEMATERIALIZATION OF SHARES
To provide better and smooth services to the shareholders, the
company''s equity shares are made available for dematerialization in
electronic mode in the depository system operated by National
Securities Depository Limited (NSDL) and with the Central Depository
Services Limited (CDSL).
PARTICULARS OF EMPLOYEES
There was no employee drawing in excess of limits prescribed under
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
APPRECIATION:
Your Directors express their sincere gratitude for the assistance and
co-operation extended by customers, various Government, Semi-Government
and Local Authorities, suppliers and business associates.
The Board of Directors also thanks the Investor Shareholders for their
support, co-operation and faith in the Company and look forward for
their continued support in future.
For and on behalf of the Board of Directors
Sd/-
Place: Mumbai Kantilal M Savla
Date: 30th May, 2013 Chairman & Wholetime Director
Mar 31, 2012
The Directors present their EIGHTEENTH ANNUAL REPORT together with the
Audited Accounts along-with the report of the Auditors for the year
ended 31st March, 2012
FINANCIAL RESULTS (in Lacs Rs.)
Particulars Year 2011-12 Year 2010-11
Income 320.34 2869.69
Total Expenditure 334.43 2679.70
Profit Before Tax (14.10) 414.75
Provision for Tax - 134.12
Profit/(Loss) for the period (14.10) 280.63
(after tax)
DIVIDEND
The Board of Directors, in view of the loss incurred during the year,
regrets their inability to recommend any dividend for the year ended
31st March, 2012.
REVIEW OF OPERATIONS
The total income of the Company for the year under review was Rs.
320.34 Lacs as against Rs. 2869.69 Lacs achieved during the previous
year. Expenditure Incurred during the year is Rs. 334.43 Lacs and the
Company's earnings before tax is Rs. (14.10) Lacs as against 414.75
Lacs in the previous year. Further Company's earnings after tax is Rs.
(14.10) Lacs as against Rs. 280.63 Lacs in the previous year. EPS of
the Company has decreased from Rs. 5.38 per share in the previous year
to Rs. (0.27) per share in the current year.
BUSINESS AND FUTURE PLAN
The Company is trading in Transfer of Development Rights (TDR). Further
steps will be taken to accelerate the same.
DIRECTORS
Mr. Kantilal M Savla and Mr. Sabu P Daniel retire by rotation and being
eligible offers themselves for reappointment.
Mr. Jayesh Raichand Nisar resigned from the directorship due to his
pre-occupation and he ceased to be director of the Company w.e.f.
15/05/2012. The Board placed on record its appreciation for the
valuable services and support rendered by him during his tenure on the
Board of the Company.
Mr. Bavchandbhai J Vaghani resigned from the directorship due to his
pre-occupation and he ceased to be director of the Company w.e.f.
14/08/2012. The Board placed on record its appreciation for the
valuable services and support rendered by him during his tenure on the
Board of the Company.
A brief resume of the Directors being re-appointed are attached to the
Notice of the ensuing Annual General Meeting.
DEPOSITS
The Company has not accepted any deposits from the public within the
meaning of the Companies (Acceptance of Deposits) Rules, 1975 during
the year under review.
AUDITORS
M/s M. L. Bhuwania and Company, Chartered Accountants, retiring
auditors, is eligible for re-appointment and has expressed their
willingness to accept office, if re-appointed. They have furnished
Certificate u/s 214 (IB) of the Companies Act, 1956 for their
eligibility for re-appointment. Your directors recommend their
appointment as the statutory auditors till the conclusion of the next
Annual General Meeting.
AUDITORS' REPORT
Explanation to Auditors Report as required under Section 217(3) of
Companies Act, 1956
In point no. 4(VI) the auditors have mentioned that company has not
appointed full time Company Secretary as required by 383A of the
Companies Act, 1956. Here your directors would like to clarify that
company is in the process of appointing full time Company Secretary.
In point no. 4(VI) the auditors have mentioned that the company has old
trade receivable amounting to Rs. 98,98,024 (previous Year Rs.
1,08,98,024/-) however no provision for doubtful debts is made. Here
your directors would like to clarify that company is hopeful of
recovery and accordingly no provision for doubtful debt is made.
In Point VII of Annexure to Auditors Report it is mentioned that the
Company does not have an internal audit System. Your director would
like to clarify that the Company is taking all steps to achieve
adequate internal audit system in the operation, optimum utilization of
resources and effective monitoring thereof and compliance with laws
applicable.
POLLUTION AND ENERGY CONSERVATION AND FOREIGN EXCHANGE
Your 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 217 (1) (e) of the Companies
Act, 1956 are NIL. During the year the company has not earned or
expended foreign exchange.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, your Directors hereby confirm the following:
1. That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
2. That 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 ended
31.03.2012 and of the Profit & Loss of the Company for that year;
3. That they had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
4. That the Directors have prepared the annual accounts on 'going
concern' basis.
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 are appended hereto and forming part of this report.
LISTING
Shares of the Company have been listed with Bombay Stock Exchange
Limited. Scrip Code No. 531676. The Company has paid the annual
listing fee to the above stock exchange for the financial year 2012-13.
DEMATERIALIZATION OF SHARES To provide better and smooth services to
the shareholders, the company's equity shares are made available for
dematerialization in electronic mode in the depository system operated
by National Securities Depository Limited (NSDL) and with the Central
Depository Services Limited (CDSL).
PARTICULARS OF EMPLOYEES
There was no employee drawing in excess of limits prescribed under
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
APPRECIATION:
Your Directors express their sincere gratitude for the assistance and
co-operation extended by customers, various Government, Semi-Government
and Local Authorities, suppliers and business associates.
The Board of Directors also thanks the Investor Shareholders for their
support, co-operation and faith in the Company and look forward for
their continued support in future.
For and on behalf of the Board of Directors
Sd/-
Kantilal M Savla
Chairman & Wholetime Director
Place: Mumbai
Date: 28th August, 2012
Mar 31, 2011
Dear Members,
The Directors present their SEVENTEETH ANNUAL REPORT together with the
Audited Accounts along-with the report of the Auditors for the year
ended 31st March, 2011.
FINANCIAL RESULTS (in Lacs Rs)
Particulars Year 2010-11 Year 2009-10
Income 3094.46 1003.56
Total Expenditure 2674.01 794.12
Profit Before Tax 420.45 212.73
Provision for Tax 139.82 59.72
Profit After Tax 280.63 153.02
DIVIDEND
The Board of Directors, in order to conserve the resources, regrets
their inability to recommend any dividend for the year ended 31st March
2011.
REVIEW OF OPERATIONS
The total income of the Company for the year under review was Rs. 3094.46
Lacs as against Rs. 1003.56 Lacs achieved during the previous year.
Company has earned a net profit of Rs. 280.63 Lacs as against Rs. 153.01
Lacs incurred during the corresponding previous year.
BUSINESS AND FUTURE PLAN
The Company is trading in Transfer of Development Rights (TDR) further
steps will be taken to accelerate the same.
DIRECTORS
Mr. Bavchandbhai Vaghani and Mr. Manoj Sharma retire by rotation and
being eligible offers themselves for reappointment.
Mr. Govind J Vaghani resigned from the directorship due to his
pre-occupation and he ceased to be director of the Company w.e.f.
06/10/2010.The Board placed on record its appreciation for the valuable
services and support rendered by him during his tenure on the Board of
the Company.
A brief resume of the Directors being re-appointed are attached to the
Notice of the ensuing Annual General Meeting.
DEPOSITS
The Company has not accepted any deposits from the public within the
meaning of the Companies (Acceptance of Deposits) Rules, 1975 during
the year under review.
CHANGE IN REGISTERED OFFICE
Keeping in view company's business requirements and for sake of
convenience the registered office of the Company was Changed from
126/127, Shiv Centre, sector -17, Plot No. 72, Vashi, Navi Mumbai à 400
703 to D-wing, Karma Sankalp, Corner of 6th and 7th Road of Rajawadi,
Ghatkopar (east), Mumbai à 400 077 for which consent of member was
sought through postal ballot, results of which was declared on 11th
October, 2010.
AUDITORS
M/s M. L Bhuwania and company, Chartered Accountants, retiring
auditors, are eligible for re- appointment and have expressed their
willingness to accept office, if re-appointed. They have furnished
Certificate u/s224 (IB) of the Companies Act, 1950 for their
eligibility for re- appointment. Your directors recommend their
appointment as the statutory auditors till the conclusion of the next
Annual General Meeting.
AUDITORS' REPORT
In the opinion of the directors, the notes to the accounts are
self-explanatory and adequately explained the matters, which are dealt
with by the auditors.
POLLUTION AND ENERGY CONSERVATION AND FOREIGN EXCHANGE
Your 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 the reduction of energy
conservation. The particulars regarding technology absorption and
Foreign exchange earnings and outgo pursuant to Section 217 (1) (e) of
the Companies Act, 1956 are NIL. During the year the company has not
earned or expended foreign exchange.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, your Directors hereby confirm the following:
1. That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures ;
2. That 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 ended
31.03.2011 and of the Profit & Loss of the Company for that year ;
3. That they had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
4. That the Directors have prepared the annual accounts on 'going
concern' basis.
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 are appended hereto and forming part of this report.
LISITNG
Shares of the Company have been listed with Bombay Stock Exchange
Limited. Scrip Code No. 531676.
The Company has paid the annual listing fee to the above stock exchange
for the financial year 2011-12.
DEMATERIALIZATION OF SHARES
To provide better and smooth services to the shareholders, the
company's equity shares are made available for dematerialization in
electronic mode in the depository system operated by National
Securities Depository Limited (NSDL) and with the Central Depository
Services Limited (CDSL).
PARTICULARS OF EMPLOYEES
There was no employee drawing in excess of limits prescribed under
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
GROUP STRUCTURE:
Kantilal M Savla and Gala Group and Vaghani group being "groups"
defined under the Monopolies and Restrictive Trade Practices Act, 1969;
(MRTP Act) controls the Company. The names of companies and persons
comprising the Kantilal M Savla and Gala Group and Vaghani Group have
been disclosed in the Annual Report of the Company for the purpose of
Regulation 3(1) (e) of the SEBI (Substantial Acquisition of Shares and
Takeover) Regulations, 1997.
APPRECIATION:
Your Directors express their sincere gratitude for the assistance and
co-operation extended by customers, various Government, Semi-Government
and Local Authorities, suppliers and business associates.
The Board of Directors also thanks the Investor Shareholders for their
support, co-operation and faith in the Company and look forward for
their continued support in future.
ANNEXURE TO THE DIRECTORS' REPORT
List of Companies / persons constituting Kantilal M Savla & Gala Group
and Vaghani Group coming within the definition of the 'group' as
defined under the Monopolies and Restrictive Trade Practices Act, 1969,
and controlling the Company, include the following:
Sr. No. Name of Group Companies
KANTILAL M SAVLA & GALA GROUP
1. Integrated Spaces Limited
2. Integrated Coreinfra Limited
3. Integrated Estate Management Private Limited
4. Integrated Renewable Energy Private Limited
5. Pranay Leasing and Finance Limited
6. Escube Ports Limited
7. Mr. Kantilal Savla
8. Mrs. Gunvanti Gala
9. Mr. Kartik Gala
VAGHANI GROUP
1. Satyam Concast Pvt. Limited
2. Mr. Govind. J. Vaghani
3. Mrs. Kirtiben Govind Vaghani
For and on behalf of the Board of directors
Sd/-
Kantilal M Savla
Chairman
Place: Mumbai
Date: 30/05/2011
Mar 31, 2010
The Directors present their SIXTEENTH ANNUAL REPORT together with the
Audited Accounts along-with the report of the Auditors for the year
ended 31st March, 2010.
FINANCIAL RESULTS (in Lacs Rs.)
Particulars Year 2009-10 Year 2008-09
Income 1003.56 4847.11
Total Expenditure 794.12 4684.53
Profit(+)/Loss(-) Before Tax 212.73 162.58
Provision for Tax 59.72 0.04
Profit(+)Loss (-) After Tax 153.01 162.54
DIVIDEND
The Board of Directors, in order to conserve the resources, regrets
their inability to recommend any dividend for the year ended 31st March
2010.
REVIEW OF OPERATIONS
The total income of the Company for the year under review was Rs. 1003.56
Lacs as against Rs.4847.11 Lacs achieved during the previous year.
Company has earned a net profit ofRs. 153.04 Lacs as against Rs. 162.54
Lacs incurred during the corresponding previous year.
BUSINESS AND FUTURE PLAN
The Company is trading in Transfer of Development Rights (TDR) further
steps will be taken to accelerate the same.
DIRECTORS
Mr. Kantilal Manilal Savla and Mr. Ramesh Meishri retire by rotation
and being eligible offers themselves for reappointment.
Late Ms. Pratiksha Gala was associated as Director with effect from
31st January, 2009 and ceased to be Director due to her untimely demise
on 7th March, 2010. Her active participation and Contribution at the
meetings of the Board and various Committees have been invaluable.
Your Directors place on record invaluable contributions of Ms.
Pratiksha Gala towards the progress of the Company.
The term of Appointment of Mr. Kantilal Manilal Savla as whole-Time
Director expired on 31st January, 2010 and on 1st February, 2010 Mr.
Kantilal Savla, was reappointed as Whole time Director
Mr. Jayesh Raichand Nisar was appointed as Director with effect from
30th September, 2010
Mr. Pravin Veera was associated as Additional Director with effect from
31st January,2009 and ceased to be director due to vacation under
section 260 on 30/09/2009
A brief resume of the Directors being appointed/re-appointed are
attached to the Notice of the ensuing Annual General Meeting.
DEPOSITS
The Company has not accepted any deposits from the public within the
meaning of the Companies (Acceptance of Deposits) Rules, 1975 during
the year under review.
AUDITORS
M/s. Kapadia and Gajaria Associates, Chartered Accountants, Auditors
retire at the conclusion of the ensuing Annual General Meeting of the
Company and expressed their inability to continue as auditors till the
conclusion of the next Annual General Meeting due to pre-occupation.
Further, they have given their no objection for the appointment of M/s.
M.L. Bhuwania and Company, Chartered Accountant in place of them. M/s.
M.L. Bhuwania and Company, Chartered Accountant has given a letter that
they are eligible if appointed as Statutory Auditor of the Company and
have expressed their willingness to accept the office of Auditor and
have furnished certificate under Section 224(1 B) of the Companies Act,
1956 for their eligibility for appointment. Your directors recommend
for their appointment as the Statutory Auditors till the conclusion of
the next Annual General Meeting.
AUDITORSREPORT
In the opinion of the directors, the notes to the accounts are
self-explanatory and adequately explained the matters, which are dealt
with by the auditors.
POLLUTION AND ENERGY CONSERVATION AND FOREIGN EXCHANGE
Your 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 the reduction of energy
conservation. The particulars regarding technology absorption and
Foreign exchange earnings and outgo pursuant to Section 217 (1) (e) of
the Companies Act, 1956 are NIL. During the year the company has not
earned or expended foreign exchange.
DIRECTORSRESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, your Directors hereby confirm the following:
1. That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures ;
2. That 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 ended
31.03.2010 and of the Profit & Loss of the Company for that year;
3. That they had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
4. That the Directors have prepared the annual accounts on going
concern basis.
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 Auditors
of the Company in respect of compliance thereof
I are appended hereto and forming part of this report.
LISITNG
Shares of the Company have been listed with Bombay Stock Exchange
Limited. Scrip Code No. 531676
The Company has paid the annual listing fee to the above stock exchange
for the financial year 2010-11.
DEMATERIALIZATION OF SHARES
To provide better and smooth services to the shareholders, the
companys equity shares are made available for dematerialization in
electronic mode in the depository system operated by National
Securities Depository Limited (NSDL) and with the Central Depository
Services Limited (CDSL).
PARTICULARS OF EMPLOYEES
There was no employee drawing in excess of limits prescribed under
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
GROUP STRUCTURE:
Kantilal M Savla and Gala Group and Vaghani group being "groups"
defined under the Monopolies and Restrictive Trade Practices Act, 1969;
(MRTP Act) controls the Company. The names of companies and persons
comprising the Kantilal M Savla and Gala Group and Vaghani Group have
been disclosed in the Annual Report of the Company for the purpose of
Regulation 3(1) (e) of the SEBI (Substantial Acquisition of Shares and
Takeover) Regulations, 1997.
APPRECIATION:
Your Directors express their sincere gratitude for the assistance and
co-operation extended by customers, various Government, Semi-Government
and Local Authorities, suppliers and business associates.
The Board of Directors also thanks the Investor Shareholders for their
support, co-operation and faith in the Company and look forward for
their continued support in future.
For and on behalf of the Board of Directors
Sd/-
Place: Mumbai Kantilal M Savla
Date: 06.10.2010 Chairman
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మరింత సమాచారం Emrock Corporation Ltd.
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Emrock Corporation Ltd. టూల్స్
- బల్క్ డీల్స్
-
Emrock Corporation Ltd. కంపెనీ వివరాలు
- కంపెనీ ప్రొఫైల్
- కంపెనీ చరిత్ర
- నిర్వహణ బృందం
- క్యాపిటల్ స్ట్రక్చర్
- ప్రొడక్ట్ మిక్స్
- బ్యాంకర్/ఆడిటర్/రిజిస్ట్రార్
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కంపెనీ చరిత్ర
- బిఎస్ఇ ధర చరిత్ర
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Emrock Corporation Ltd. ముఖ్య ఆర్థిక నిష్పత్తులు
- నిష్పత్తులు
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Emrock Corporation Ltd. ఫలితాలు
- క్వార్టర్లీ ఫలితాలు
- హాఫ్ ఇయర్లీ ఫలితాలు
- 9నెలల ఫలితాలు
- వార్షిక ఫలితాలు
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Emrock Corporation Ltd. ఆర్థిక డేటా
- ఆడిట్ ఫలితాలు
- క్యాష్ ఫ్లో
- బ్యాలెన్స్ షీట్
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Emrock Corporation Ltd. నివేదికలు
- అకౌంటింగ్ విధానాలు
- ఆడిటర్స్ నివేదిక
- డైరక్టర్స్ నివేదిక
- ఖాతాకు గమనికలు
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Emrock Corporation Ltd. కార్పొరేట్ ప్రకటనలు
- బుక్ క్లోజర్
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మూడో రోజు కూడా కుప్పకూలిన స్టాక్ మార్కెట్.. భారీ నష్టాలతో ఇన్వెస్టర్లు విలవిల -
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Stock market: పెరుగుతున్న స్టాక్ మార్కెట్! చమురు ధరలు తగ్గడమే కారణమా? ఇన్వెస్టర్లు ఇప్పుడేం చేయాలంటే.. -
ఇన్వెస్టర్లు డబ్బుతో రెడీగా ఉండండి.. రేపు బలంగా ర్యాలీ చేయనున్న నిఫ్టీ.. కారణాలు ఇవే.. -
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Stock market: సెన్సెక్స్ పతనం.. కానీ రికవరీ మొదలైందా? నేటి మార్కెట్ టాప్ విన్నర్స్ వీరే!
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