DIRECTORS' REPORT Dear Members, Your Directors have pleasure in presenting the Thirtieth Annual Report together with the Audited Accounts for the year ended March 31, 2015. Financial Highlights The Company's financial performance, for the year ended March 31, 2015 is summarised below: The net loss incurred during the year was Rs. 35, 39,122/- as compared to net Profit of Rs. 27,216/- in the previous year, In absence of any profit the Directors are not recommending any dividend. State of Company's Affairs and Future Outlook The Company is in the business of Non Banking Financial Corporation Services and other financial activities. The company intends to take up business of works contract, constructions & development of commercial and residential properties as the main objects of the company and is exploring new and suitable areas of business to diversifying its activities after discontinuing the activities relating to NBFC business other then permitted under Companies Act, 2013. Extract of Annual Return The extract of Annual Return, in format MGT -9, for the Financial Year 2014-15 has been enclosed with this report. Independent Directors' Meeting During the year under review, Independent Directors met on 14th February 2015, inter-alia, to discuss: >Evaluation of the performance of Non-Independent Directors and the Board as whole. >Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors. >Evaluation of the quality, quantity content and timeless of flow of information between the management and the Board. Particulars of Loan, Guarantees and Investments under Section 186 Complete details of LGSI covered under Sec 186 of Companies Act, 2013 as Attached in the financial statements and notes there under. Particulars of Contracts or Arrangements with Related Parties All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions, The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board. Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo Since the Company is not engaged in any activities, the particulars relating to conservation of energy, technology absorption, Foreign Exchange Earning and Outgo in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, are not applicable.. Risk Management Policy During the year of review, company engaged in the process of Risk Management and evaluate the elements of business risk. The risk management framework defines the risk management approach of the company and includes periodic review of such and also documentation, mitigating controls and Board Evaluation Formal Annual evaluation has been made by the Board of its own Performance and that of its Committees & Individual Directors during the meeting of Board of Directors and by common discussion with concerned persons. Particulars of Employees During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5(2) of the companies (Appointment and Remuneration of managerial personnel) Rules, 2014. Audit Committee The Audit Committee comprises Independent Director namely Mr. Parasmal Jain (Chairman), Mr. Vinod Chopra and Mr. Purushottam Bohra as other member. Recommendations made by the Audit Committee were accepted by the Board. Nomination & Remuneration Committee Policy In compliance with section 178 of the Act and Clause 49 of the Listing Agreement the Board has constituted "Nomination and Remuneration Committee" which comprises Non-executive Directors namely Mr. Parasmal Jain (Chairman), Mr. Vinod Chopra and executive director Mr. Purushottam Bohra as other member. The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Transfer of Amounts to Investor Education and Protection Fund There are no amounts due and outstanding to be credited to investor Education and Protection Fund as 31st March, 2015. Disclosure on Establishment of a Vigil Mechanism The Company has Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. No personnel had been denied access to the Audit Committee to lodge their grievances. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 There were no complaints reported under the prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 Fraud Reporting (Required by Companies Amendment Bill, 2014) No Fraud reported / observed during the financial year 2014 -15. VORA CONSTRUCTIONS LIMITED AUDITORS Statutory Auditors As per the rule 6 of the Companies (Audit and Auditors) Rules, 2014 Company has re-appointed Chartered Accountant, M/S J.P Chaturvedi & Co., (Firm Registration No 130274W) as a statutory auditor of the company for the financial year 2015-2016. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. In this regard, the Company has received a certificate from the Auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of section 141 of the Act. Secretarial Audit Report A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s Amruta Kothari & Associates, Practicing Company Secretaries, Mumbai in accordance with Provisions of Section 204 of the Act. The Secretarial Auditors Report is attached as Annexure II and forms part of this Report. There are Qualifications or Observations or remarks made by the Secretarial Auditor in the report. Management reply to the observation raised in the Secretarial Audit Report is as under: Observation Reply Non Compliance under section 203 of The act with respect to the appointment of Company Secretary. Non Compliance with the Appointment of Internal Auditor under section 138 of the Act, appointed after audit period. Non Compliance with CFO appointment. Appointment has been done after audit period under section 203 of the Act. Memorandum of Association, main object clause has not been altered for Non-Banking Financial Institution activity. Non Compliance with the norm of opting credit rating during audited period. Delay in filling Net Fund Owned Certificate with RBI. Considering the size and operations of the company, the company is unable to find suitable candidate for appointment; however the Company has invited applications for appointment in newspaper publications for Company Secretary. There was delay due to finding the suitable professional candidate for the internal audit of the company in accordance with size and nature of the business of the company. The Company has appointed Chief Finance Officer after finding suitable candidate for the size and nature of Business with retrospective effect by complying with the provisions of the act. There is no need to change the main object clause of the Memorandum as the business activity of the company is available under the object incidental or ancillary clause of the Memorandum of the Company. The Management is under process for applying for Credit rating. Net Owned Fund Certificate has been duly filed with the RBI within the adequate time on receipt of advise Letter from the RBI for the same. Cost Auditors Requirements of Appointment of Cost Auditors of the company are not applicable to the company. Stock Exchange The Company's equity shares are listed at BSE Limited and the Annual Listing Fees for the year 20152016 has been paid. VORA CONSTRUCTIONS LIMITED Directors Responsibility Statement In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that: a)In the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; 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 as at 31st March, 2015. b)The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; c)The directors had prepared the annual accounts on a going concern basis; d)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. Acknowledgment The Directors express their sincere appreciation to the valued shareholders, bankers, professionals, clients and devoted employees for their support. By Order of the Board of Directors Vora Constructions Limited Parasmal Jain Director Purushottam Bohra Mg. Director Date: 02, September, 2015 Place: Mumbai |