DIRECTORS' REPORT To, The Members, Your Directors have pleasure in presenting their Twentieth Annual Report and the Statement of Audited Accounts of your Company for the 18 months ended 31st March, 2015. DIVIDEND Your Directors are pleased to recommend a Dividend at 0.70 paise per Equity Shares on the face value of Rs.10/- for the year ended 31st March, 2015. AMOUNT TRANSFERRED TO RESERVES The Board has decided to carry Rs. 43.36 Lacs to its reserves. STATEMENT ON COMPANY'S AFFAIRS There is growth in business and sale of flats have also improved during the year. MATERIAL CHANGES SINCE END OF FINANCIAL YEAR TILL DATE OF THIS REPORT There is no material changes since end of financial year till date of this Report. FIXED DEPOSITS The company has not invited or accepted any Fixed Deposits from the public during the year under review. AUDITORS The Statutory Auditors M/s. Kakaria & Associates, Chartered Accountants, Vapi are eligible to be re-appointed. The Directors recommend M/s. Kakaria & Associates, Chartered Accountants, Vapi, to be re-appointed as Statutory Auditors. AUDITORS AND SECRETARIAL AUDITORS REPORT There are no adverse comments or qualification in either Auditor Report or Secretarial Audit Report. EXTRACTS OF THE ANNUAL RETURN IN MGT9 The annual return in MGT9 form is annexed herewith as Annexure 'B' to this Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO Information in accordance with Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 2014 is given as below forming part of this report for the Eighteen (18) months ended 31st March, 2015. The disclosure of particulars with respect to Conservation of Energy is not applicable in the case of your company. DIRECTORS Pursuant to the provisions of Section 149, 152 of the Companies Act, 2013 and Rules made there under read with Schedule IV of the Companies Act, 2013 it is proposed to appoint Mr. Babulal Bansilal Jain and Mr. Ganesan Venkatraman as Independent Directors of the Company for a fixed period of Five (5) years from April 1, 2015 and are not liable to retire by rotation. Declaration by Independent Directors Mr. Babulal Bansilal Jain and Mr. Ganesan Venkatraman that they meet the criteria pursuant to provisions of Sec 149(c) of the Companies Act, 2013 and clause 49 of the listing agreement with BSE Ltd. are received by the Company. The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link : www.vasinfrastructureltd.com As regards the appointment of Women Director under section 149 of the Companies Act, 2013, your company has already appointed Mrs. Kirti Kishore Padave as Women (Executive) Director as per the Board of Directors Meeting held on 14th August, 2012. CHANGE IN COMPANY SECRETARY In compliance of Section 203 of the Companies Act, 2013, read with Companies (Appointments Remuneration of Managerial Personnel) Rules, 2014, it is informed that Mr. Hariram K. Bijlani (FCS 3893) was appointed as Company Secretary and Compliance Officer with effect from May 6, 2015, in place of Mr. Vyankatesh H. Mulwad (FCS 2710) who resigned from the services of the company with effect from May 6, 2015. INTERNAL CONTROL SYSTEMS The Company has got internal control system commensurate to the size of the operations. It is supplemented by extensive internal audit, reviewed by Management and Audit Committee procedures. The internal audit covers all the activities of the company. Company is reviewing its internal control system on regular basis and they are upgraded based on internal audit recommendations. Your Company's' statutory Auditors have confirmed the adequacy of internal control systems. DIRECTORS' RESPONSIBILITY STATEMENT Statement under sub-section (3c) of Section 134 of the Companies Act, 2013: In the preparation of the Annual Accounts: i) the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given. ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period. iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) the Accounts have been prepared on a going concern basis. v) the Directors had laid down internal financial controls and such internal financial controls are adequate and were operating efficiently. vi) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating efficiently. PARTICULARS OF EMPLOYEES There were no employees who were in receipt of remuneration in excess of the amount prescribed under Section 134(3c) of the Companies Act, 2013, read with the Companies (Appointment and Remuneration) Rules 2014, during the year under review. SECRETARIAL AUDIT REPORT The Board has appointed Mr. Prakash K. Pandya, Practising Company Secretary, to conduct Secretarial Audit for the financial period. The Secretarial Audit Report for the financial period ended March 31, 2015 is annexed herewith marked as Annexure A to this Report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT VAS INFRASTRUCTURE LTD. (VIL) firmly believes that good Corporate Governance results in regulation of the affairs of your Company in a most transparent, ethical and accountable manner. This is not only the need of the hour but also a means to satisfy the aspirations of all those concerned with the Corporate World. Adherence to Corporate Governance ensures greater level of transparency and accountability, fairness in operations, full disclosure, integrity and compliance of laws. Your Company is committed to administer good Corporate Governance. VAS INFRASTRUCTURE LTD. recognizes the value of adherence to Corporate Governance in its true sense which alone can ensure continuation of belief and the trust reposed by one and all in your company. MANAGEMENT DISCUSSION AND ANALYSIS REPORT OVERALL (MD&A) The Report includes MD&A at appropriate places so that repetition and overlap between Directors Report and MD&A is avoided. THE BUSINESS Your Company is one of the leading redevelopment Real Estate Company especially in Borivali (West), Mumbai. The construction and redevelopment of projects at various locations are currently in progress. Your company has already initiated various steps for sustaining growth through cost optimization, process improvement and efficient management of working capital tools of innovation are employed for new projects/marketing initiative the purpose being constantly stay ahead in terms of ideas and performance. ACKNOWLEDGEMENTS Your Directors place on record their sincere appreciation of the dedicated and devoted services rendered by the employees of the Group of Companies at all levels. Your Directors also thank the Bankers, customers, shareholders and the suppliers of services of your Company for their co-operation and valuable support. FOR AND ON BEHALF OF THE BOARD (DR. JAYESH V. VALIA) EXECUTIVE CHAIRMAN DATED : 12.5.2015 PLACE : MUMBAI |