Your Directors have pleasure in presenting the Thirteeth Annual Report of Vaghani Techno Build Limited
(“the Company”) 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
forward:
Surplus in the Profit & Loss
Account
|
204.38
|
198.42
|
|
Add : Profit/(loss) for the year
|
(10.12)
|
5.96
|
|
Balance carried to Balance
Sheet
|
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
Statements and Director's Report for the Financial
Year 2022-2023.
B. MGT-14- For appointment of Internal Auditor and
Secretarial Auditor for the Financial Year 2022¬
2023.
C. MGT-14- For the filing of resolution passed in the
Annual General Meeting held through Video
Conferencing mode and Special Resolution passed
for approving the Related Party Transaction Limit.
|
The Company has filed all the
forms with additional Fees
|
|
2
|
The Company has appointed Statutory Auditor in the Annual
General Meeting held on 22 nd September, 2023 for the period
of 1 Financial Year only, hence the appointment done is not as
per Section 139 of the Companies Act, 2013.
|
The Company will appoint the
Statutory Auditor in the ensuing
Annual General Meeting for the
period of 5 Consecutive Financial
Year.
|
|
3
|
The Company has not given reply in the Director's Report to
the qualification made by the Secretarial Auditor in his
Secretarial Audit Report for the Financial Year 2022-2023.
|
The qualification was related to
updation of website, The
Company is in process to update
the website.
|
|
4
|
The term of Independent Director named Mr. Sushil Kapoor
was ended on 05th September, 2023 however he continues to
hold the office after the end of his term. He resigned on 29th
May, 2024.
Due to end of term of appointment of above-mentioned
Independent Director Composition of Board and the following
Committees were not properly constituted:
i. Audit Committee
ii. Nomination and Remuneration Committee
|
The Company has appointed Mr.
Bharat Laljee Shah as an
Additional Director (Non¬
Executive Independent Director)
on 29th May 2024.
|
|
5
|
The Company's website www.vaghanitechno-build.com was
not depicting its transactions on real time basis as on 31st
March 2024, the website was under updation as on 31st
March 2024.
|
The Company is in process to
update the website.
|
|
6
|
The Company has not filed announcement in XBRL format for
the Changes made in management during the period under
review as required under circular issued by BSE dated
January 27, 2023.
|
The Company inadvertently
missed to filed the same
announcement.
|
|
7
|
There were delays in submitting Structured Digital Database
(SDD) Compliance Certificates for the Quarters ended on 31st
March 2023 and 30th June, 2023.
|
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
party(s)
|
Nature of relationship
|
Nature of Contract
|
Amount (in Lakhs)
|
|
Integrated Spaces
Limited
|
Common Directorship
|
Loan outstanding at the
beginning of the year
|
189.56
|
| |
|
Loan given during the
year
|
16.50
|
| |
|
Loan received back
during the year
|
11.45
|
| |
|
Loan Balance at the year
end
|
194.61
|
| |
|
Interest received on Loan
Given
|
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
| 