DIRECTORS' REPORT To The Members, The Directors present their Thirty Eighth Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2015. 2. Dividend: The Directors have not recommended payment of any dividend for the year ended 31st March, 2015 (Previous Year Rs. 0.75 per share). 3. Reserves: Since, the Company has made losses during the year, no amount is being transferred to reserves. 4. Operations/ State of affairs during the year: During the current financial year, the Company has achieved the turnover of Rs. 64,994.24 Lacs against Rs. 67,027.06 Lacs resulting into a marginal decrease by 3.03%. The Company has incurred Post Tax Loss of Rs. 5,385.89 Lacs against the Profit After Tax of Rs. 1,875.17 Lacs. The Company has calculated the depreciation in pursuance of the notification of Schedule-II of the Companies Act, 2013 w.e.f. 1st April, 2014, resulting into an addition charge of depreciation amounting to Rs. 1,703.18 Lacs during the current financial year, otherwise the loss would have been lower to that extent. 5. Fixed Deposits: The Company has discontinued the Deposit scheme in the financial year 2014-15 and no fresh Deposits have been accepted during the year. Deposits outstanding as at 31st March, 2015 is Rs. 4,057.81 Lacs. The details relating to deposits, covered under Chapter V of the Act, (a) accepted during the year; Nil (b) remained unpaid or unclaimed as at the end of the year; Rs. 763.21 Lacs. (c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- (i) at the beginning of the year; Nil (ii) maximum during the year 1536 Nos., Rs. 604.64 Lacs (iii) at the end of the year; Rs. 604.64 Lacs. The Company has applied u/s 74(2) of the Act, before the Company Law Board, Mumbai Bench, Mumbai for extension of repayment of Fixed Deposits accepted before commencement of the Act. No order has been passed by the Company Law Board or the National Company Law Tribunal or Reserve Bank of India or any other Tribunal on the Company in respect of the above said Deposits. During the year 67 deposits interest warrants aggregating to Rs. 21,221/- lying unclaimed with the Company were transferred to the Investor Education and Protection Fund, pursuant to the relevant guidelines. 6. Material changes and commitments: There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. 7. Changes in the nature of business: There is no change in the nature of business. 8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future: No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and the company's operation in the future. 9. Details of Subsidiary/Joint Ventures/Associate Companies: Valecha Infrastructure Limited, Valecha International FZE, Professional Realtors Pvt. Ltd., Valecha LM Toll Pvt. Limited, Valecha Badwani Sendhwa Toll Ways Limited and Valecha Kachchh Toll Roads Limited. The statement pursuant to Section 129 of the Act relating to the subsidiary companies is attached and forms part of this report. The Annual Accounts and other related information of the subsidiary companies will be made available free of cost to the members on request. The Annual Accounts of subsidiary companies are available for inspection at the registered office of the Company. A report on the performance and the financial position of the subsidiary companies as per Companies Act, 2013 forms part of the consolidated financial statement and hence not repeated here for the sake of brevity. No Company has become a Joint Venture/Subsidiary during the Financial Year 2014-2015. 10. Auditors' Report: There are no qualifications, reservation or adverse remark made by M/s D. M. Jani & Co., Statutory Auditors in their report for the financial year ended 31st March, 2015. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review. 11. Re-appointment of Auditors: M/s. D. M. Jani & Co, Chartered Accountants (Firm Registration Number: 104047W), who are Statutory Auditors of the Company will hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. D. M. Jani & Co. that their appointment, if made, would be in conformity with the limits specified in the said section. Audit Committee: The composition of the Audit Committee has been mentioned in the Corporate Governance Report annexed to this report. Cost Auditor: Pursuant to Section 148 of the Companies Act, 2013, in terms of the Central Government's approval , the Board of Directors on the recommendation of the Audit Committee appointed M/s N. Ritesh & Associates (M/26963), Cost Accountant, as the Cost Auditor of the Company for the year under review. The remuneration proposed to be paid to the Cost Auditor requires ratification of the shareholders of the Company. In view of this your ratification for payment of remuneration to the Cost Auditor is being sought at the ensuing Annual General Meeting. M/s N. Ritesh & Associates have confirmed that their appointment is within the limits of the Section 139 of the Companies Act, 2013 and has certified that they are free from any disqualifications specified under Section 148(5) and all other applicable provisions of the Companies Act, 2013. The said auditor has given their eligibility certificate for appointment as Cost Auditor. 12. Directors: Retirement by Rotation: In accordance with the requirement of the Companies Act, 2013, Mr. Umesh H. Valecha, Director of the Company is due for retirement by rotation and is eligible for re-appointment. The Board of Directors at its meeting on the 17th August, 2015 have appointed Mr. Jagdish K. Valecha as Managing Director-cum-Vice Chairman and re-appointed Mr. Dinesh H. Valecha and Mr. Umesh H. Valecha as Whole Time Directors of the Company. Mr. Anil Harish resigned from the Board w.e.f. 30th September, 2014 and Mr. G. Ramachandran resigned w.e.f. 4th April, 2015. Mr. Anil Harish and Mr. G. Ramachandran gave immense contribution in the growth and progress of the company during their tenure. The Board records appreciation for their outstanding efforts and tremendous support given to the Company. The brief particulars of the concerned Directors have been provided in the Corporate Governance Report, pursuant to Clause 49 of the Listing Agreement. Declaration by Independent Directors: Shri Arvind Maganlal Thakkar is an Independent Director on the Board of the Company confirms that he meets the criteria of Independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges. Key Managerial Personnel: in view of the provisions of Section 203 of the Companies Act, 2013 Mr. Jagdish Valecha, Managing Director-cum-Vice-Chairman, Mr. Dinesh Valecha and Mr. Umesh H. Valecha Whole Time Directors, Mr. Indrajit Bhattacharya, Chief Financial Officer and Ms. Kavita Valecha Sharma were identified and appointed as Key Managerial Personnel of the Company. Mr. Indrajit Bhattacharya, Chief Financial Officer resigned w.e.f. 30th April, 2015. Board Evaluation: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, performance evaluation of the Board, it's Committees and the Independent Directors was carried out. The manner in which the evaluation is carried out has been explained in the Corporate Governance Report. 13. Capital and Listing of Shares: The securities of the Company are listed and traded in compulsory dematerialized form on the BSE Limited and the National Stock Exchange of India Limited. Your Company has paid the Annual Listing fees to the Stock Exchanges and Depositories up to date. During the current year 2015-16 the Company allotted 30 lac shares on preferential basis to FIIs/FPIs. 14. Code of conduct: Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and the highest standards of business ethics. In recognition thereof, the Board of Directors have implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This helps in dealing with ethical issues and also in fostering a culture of accountability and integrity. 15. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 134 of the Companies Act, 2013, and Rules thereunder: A. Conservation of Energy: At all the sites of the Company the consumption of power is regularly monitored and necessary measures are taken to regulate the consumption. B. Technology absorption: During the year under review, there is no expenditure on Technology Absorption and on Research and Development. 16. Particulars of Employees: There are no employees drawing salary pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 17. Extract of the Annual The details forming part of the extract of the Annual Return in Form MGT - 9 as required under Section 92 of the Companies Act, 2013, is marked as Annexure - A which is annexed hereto and forms part of the Directors Report. 18. Corporate Social Responsibility (CSR): Pursuant to the requirement under Section 135 of the Companies Act, 2013 and Rules made there under a report in the prescribed format is given in Annexure - B, which is annexed hereto and forms part of the Directors Report. The CSR Committee consists of Mr. Arvind Thakkar, Mr. Jagdish Valecha and Mr. Dinesh Valecha. The CSR Policy has been uploaded on the Company's website. The Company could not spent the requisite amount on CSR activities as the Companies profits/earnings were lesser than the previous financial year. 19. Number of meetings of the Board of Directors: The details of the number of meetings of the Board held during the Financial Year 2014-15 forms part of the Corporate Governance Report. 20. Details of establishment of vigil mechanism for directors and employees: In compliance with the provisions of Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has framed a Vigil Mechanism/Whistle Blower policy to deal with unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy, if any. The Vigil Mechanism/Whistle Blower policy has also been uploaded on the website of the Company. 21. Nomination and Remuneration Committee: Pursuant to provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, has framed a Remuneration Policy. The remuneration policy of the Company, inter alia, includes the aims and objectives, principles of the remuneration, guidelines for remuneration to Executive Directors and Non-Executive Directors, fixed and variable components in the remuneration package, criteria for identification of the Board Members and appointment of senior management. The criteria for identification of the Board Members including that for determining qualification, positive attributes, independence etc. are summarily given hereunder: • The Board Member shall possess appropriate skills, qualification, characteristics and experience. The objective is to have a Board with diverse background and experience in business, government, academics, technology, human resources, social responsibilities, finance, law etc. and in such other area as may be considered relevant or desirable to conduct the Company's business in a holistic manner. • Independent Director shall be person of integrity and possess expertise and experience and/or someone who the Committee/Board believe could contribute to the growth/ philosophy/strategy of the Company. • In evaluating the suitability of the Individual Board Members, the Committee takes into account may factors, including general understanding of the Company's business dynamics, global business, social perspective, educational and professional background and personal achievements. • Director should possess high level of personal and professional ethics, integrity and values. He should be able to balance the legitimate interest and concerns of all the Company's Stakeholders in arriving at decisions rather than advancing the interest of a particular constituency. • Director must be willing to devote sufficient time and energy in carrying out their duties and responsibilities effectively. He must have the aptitude to critically evaluate managements working as a part of a team in an environment of collegiality and trust. • The Committee evaluates each individual with the objective of having a group that the best enables the success of the Company's business and achieve its objective. 22. Particulars of loans, guarantees or investments under Section 186: 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. 23. Particulars of contracts or arrangements with related parties: Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of the contracts or arrangements entered into by the Company with Related Parties have been done at arms length and are in the ordinary course of business. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. 24. Risk Management: Details on Risk Management has been mentioned in the Corporate Governance Report annexed to this report. 25. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013: As required by Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, there were no cases filed pursuant to the aforesaid Act. 26. Secretarial Audit Report: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report for the Financial year ended 31st March, 2015 is attached separately. The Report is self-explanatory and do not call for any further comments. 27. Corporate Governance: The Company has complied with the Corporate Governance Code as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance along with certificate from auditors confirming the compliance is annexed and forms part of the Annual Report. 28. Director's Responsibility Statement: As required by Section 134(5)(c) of the Companies Act, 2013 your Directors state that: (a) In the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed with proper explanation relating to material departures, if any; (b) The accounting policies adopted in the preparation of the annual accounts have been applied consistently. Reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2014-15 and of the profit for the year ended 31st March, 2015. (c) Proper and sufficient care has been taken 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; (d) The annual accounts for the year ended 31st March, 2015 have been prepared on a going concern basis. (e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; (f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. 29. Acknowledgements: The Board wishes to place on record its appreciation to all employees of the Company for their continued contribution to the performance of the Company and convey their grateful thanks to Shareholders, Government and Customers for their continued support. Also our sincere thanks and gratitude to Bankers/NBFCs who are continuously supporting the Company and its group at all the times for achieving its goals. For and on Behalf of the Board DINESH VALECHA Director JAGDISH VALECHA Managing Director -cum- Vice-Chairman Place : Mumbai Date: 17th August, 2015 |