MR CHANDAN KUMAR,vijayshanthibuilders.com/pdfs/annual-report-2018-2019.pdf · 2019-09-28 · MR...

MR CHANDAN KUMAR, Managing Director

MR DVB PRASAD, Whole Time Director

MR S SIVA SUBRAMANIAM

BOARD OF DIRECTORS MS SHAILY RAMESH RATHORE

(Appointed wef 28.02.2019)

AUDITORS M/S SANJIV SHAH & ASSOCIATES

Adarsh Apartments, II Floor, No. 80, (New No: 75),

Vepery High Road, Chennai,

Tamil Nadu 600 007.

MR SATISH PARASARAN, Advocate

LEGAL ADVISORS 13, 18th Street, Dr. Radhakrishnan Road,

Mylapore, Chennai - 600 004.

BANKERS ICICI Bank, Chennai

HDFC Bank, Chennai

South Indian Bank, Chennai

SHARES LISTED WITH BSE LTD, Mumbai

NATIONAL STOCK EXCHANGE OF INDIA LIMITED,

Mumbai

CAMEO CORPORATE SERVICES LTD.

‘Subramanian Building’

No.1 Club House Road,

Chennai - 600 002.

Tel : 044 - 28460390 (6 Lines)

REGISTRAR AND SHARE Fax : 044 - 28460129

TRANSFER AGENTS Email id : [email protected]

VIJAY SHANTHI BUILDERS LIMITED

Old Door No.8, New Door No.21,

First Avenue, Indira Nagar,

Adyar, Chennai – 600 020.

Tel : 044 - 4000 4600

REGISTERED OFFICE Fax : 044 - 4000 4666

ADDRESS Email id: [email protected]

CONTENTS Page No.

NOTICE TO SHAREHOLDERS 1 - 8

DIRECTORS REPORT 9 – 41

CORPORATE GOVERNANCE REPORT 42 - 61

INDEPENDENT AUDITOR’S REPORT 62 -71

BALANCE SHEET 72-73

STATEMENT OF PROFIT AND LOSS 74

CASH FLOW STATEMENT 75-77

NOTES TO THE FINANCIAL STATEMENT 78-102

ATTENDANCE AND PROXY FORM 103-104

Vijay Shanthi Builders Ltd. Financial Statement |1

NOTICE TO SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT THE TWENTY EIGHTH ANNUAL GENERAL MEETING OF

THE COMPANY WILL BE HELD ON MONDAY, 30th SEPTEMBER 2019 AT 10.30 AM AT

PADMAVATHY RADHA HALL, NO.93, ARCOT ROAD, VIRUGAMBAKKAM, CHENNAI – 600

092 TO TRANSACT THE FOLLOWING BUSINESSES:

ORDINARY BUSINESS:

To consider and if thought fit, to pass the following resolutions, as Ordinary Resolutions:

1. To adopt the Audited Financial statement for the year ended 31st March, 2019 along with the report of

the Board of Directors and Auditors thereon along with Standalone Financial Statements and Auditors

report thereon.

2. To re-appoint a Director in place of Mr. Chandan Kumar Jain, Managing Director,(DIN: 00262521)

who retires by rotation and being eligible offers himself for re – appointment.

“RESOLVED THAT pursuant Section 152 (6) of the Companies Act, 2013 and Appointment and Qualification

of Director Rules, 2014, Mr.Chandan Kumar Jain, who retires by rotation, and being eligible, offers himself

for re-appointment, be and is hereby re-appointed as Director of the Company liable to retire by rotation.”

SPECIAL BUSINESS:

To consider and if thought fit, to pass the following resolutions, as Special Resolution:

3. Re-appointment of Mr. Chandan Kumar Jain, (DIN: 00262521) as the Managing Director of the

Company for a period of three years effective from 1stJanuary 2019.

“RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 and other applicable provisions

of the Companies Act,2013 and the rules made there under(including any statutory modification(s) or re-

enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013 and as

recommended by Nomination and Remuneration committee and approved by the Board of Directors of

the Company, Mr. Chandan Kumar Jain (DIN: 00262521) be and is hereby appointed as the Managing

Director of the Company for a period of three years with effect from 01st January 2019 till 31st December

2021 at a remuneration of Rs.4,00,000/- (Rupees Four Lakhs only) per month along with other perquisites

as follows:

a) Contribution to Provident Fund as per company rules up to a percentage of 12% of salary as may

be amended by Central Government from time to time in this regard.

b) Contribution towards Gratuity Fund as per Company Rules.

FURTHER RESOLVED THAT in the event of the Company having no profits or inadequate profits, the

Company shall pay remuneration subject to the compliance of Schedule V of Companies Act 2013.”

Date : 14.06.2019 For Vijay Shanthi Builders Limited

Place : Chennai

-SD-

CHANDAN KUMAR JAIN

MANAGING DIRECTOR

DIN: 00262521


EXPLANATORY NOTESAS PER SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 2

As per Section 152 (6) of the Companies Act, 2013, two-third of the Directors of the Company should retire byrotation. Mr. Chandan Kumar Jain is eligible for retire by rotation this year.

Born on 14th December 1964, MrChandan Kumar Jain, is a graduate with more than two decades of exposure toconstruction industry. Mr. Chandan Kumar Jain (DIN: 00262521) is the driving force for the successful operation ofthe company. He has been associated with the Company since its inception as promoter and is also one of the firstdirectors of the Company. He is responsible for the overall working of the Company and is instrumental in makingstrategic decisions for the Company. He is a patron member of Chandra Prabhu Jain College, founder trustee ofVijay Shanthi Education Trust and also the founder of Darshan Dental College at Udaipur. Mr. Chandan Kumarunder his leadership has brought various laurels to the Company in the past years. He holds 38,91,706 shares of theCompany as on 31st March, 2019. He is also the Managing Director of Darshan Housing and Infrastructure Limitedand holds Directorship in Vijay Shanthi Developers Private Limited. However, he does not receive remunerationfrom both these companies.

He is Member of the Audit Committee, Share Transfer / Shareholders & Investors Grievance Committee, Nominationand Remuneration Committee and Corporate Social Responsibility Committee. He is not related to any of theDirectors in the Company.

None of the Directors or key Managerial Personnel of the Company and their relatives except Mr. Chandan KumarJain, the appointee Director, is in any way, concerned or interested, financially or otherwise, in the resolution set outin the Agenda No.2.

SPECIAL BUSINESS

ITEM NO. 3

Mr. Chandan Kumar Jain, who was appointed Managing Director by the Board members on 14th February 2019 shallhold office from 01stJanuary 2019 to 31stDecember 2022, requires the approval of members by way of a specialresolution.

Mr. Chandan Kumar Jain, has varied experience in the Industry and has been involved in the operations of theCompany over a long period of time, it would be in the interest of the Company to continue his employment asManaging Director.

He is a First Director of the Company and one of the Promoters of the Company. He holds 38,91,706 shares of theCompany as on 31.03.2019. He is a Managing Director of M/s.Darshan Housing and Infrastructure Limited anddoes not receive remuneration from this company.

In terms of the Corporate Governance Guidelines of the Company and pursuant to the recommendation of theBoard Governance, Nomination and Compensation Committee, the

Board of Directors of the Company passed a resolution on 14th February 2019 approving re-appointment of Mr.Chandan Kumar Jain, as Managing Director of the Company for a further period of three years with effect from01stJanuary 2019 to 31stDecember 2022. This is subject to the approval of the shareholders at this Annual GeneralMeeting which is being placed before the AGM.

This explanatory statement may also be read and treated as disclosure in compliance with the requirements ofSection 190 of the Companies Act, 2013.The details of remuneration payable to Mr. Chandan Kumar Jain and theterms and conditions of the re-appointment are given below:

i. Salary: Rs. 4,00,000/- per month which is eligible for revision on a date to be determined by theCompensation Committee.

ii. Contribution to Provident Fund as per company rules up to a percentage of 12% of salary as maybe amended by Central Government from time to time in this regard.

iii. Contribution towards Gratuity Fund as per Company Rules.

None of the Directors or key Managerial Personnel of the Company and their relatives except Mr. Chandan KumarJain, being the appointee Director, is in any way, concerned or interested, financially or otherwise, in the resolutionset out in the Agenda No. 3

Accordingly, the Board recommends the Special Resolution, as set out in Item No 4 for the approval of the shareholdersof the Company.


Place : Chennai

-SD-

CHANDAN KUMAR JAIN

MANAGING DIRECTOR

DIN: 00262521


NOTES :

1. A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and

vote instead of himself/herself and the proxy need not be a member of the Company. The proxy

form in order to be effective must be deposited with the Registered Office of the Company not less

than 48 hours before the time fixed for commencement of the Meeting. The proxy form is enclosed

herewith the Notice.

2. A person can act as a proxy on behalf of Members not exceeding fifty (50) in number and holding

in the aggregate not more than ten percent of the total share capital of the Company carrying

voting rights. However, a Member holding more than ten percent of the total share capital of the

Company carrying voting rights may appoint a single person as a proxy and such person shall not

act as proxy for any other person or shareholder.

3. A statement pursuant to Section 102(1) of the Companies Act, 2013 setting out the material facts

in respect of Special business in Item No. 3 of the Notice is annexed hereto.

4. Corporate Members intending to send their authorized representatives to attend the Meeting pursuant

to Section 113 of the Companies Act, 2013 are requested to send to the Company, a certified copy

of the relevant Board Resolution together with the irrespective specimen signatures authorizing

their representative(s) to attend and vote on their behalf at the Meeting.

5. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of

names will be entitled to vote at the Meeting.

6. The Register of Members and Share Transfer Books of the Company shall remain closed from 24th

September 2019 to 29th September 2019, both days inclusive for the purpose of the AGM.

7. Members holding shares in dematerialized mode are requested to intimate all changes pertaining

to their Bank details, change in address etc., to their Depository participant and also to the Company’s

Registrar and Share Transfer Agent.

8. Members requiring information on the Accounts are requested to write to the Company at least

fifteen (15) days before the date of the Meeting so that the required information could be kept

ready.

9. Members wishing to claim dividends that remain unclaimed are requested to correspond with the

Registrar and Share Transfer Agent or the Company Secretary, at the Company’s registered office.

Members are requested to note that dividends that are not claimed within seven years from the

date of transfer to the Company’s Unpaid Dividend Account, will, as per Section 124 of the

Companies Act, 2013, be transferred to the Investor Education and Protection Fund (IEPF). Shares

on which dividend remains unclaimed for seven consecutive years will be transferred to the IEPF

as per Section 124 of the Companies Act, 2013, and the applicable Rules.

Details of dividend declared by the Company for the financial year 2009-2010 and onwards are given

below:

Financial year Date of Date of transfer to Due date for transfer to Investor

declaration unpaid divided Education and

dividend account of Protection Fund

2011-12 28.09.2012 27.10.2012 27.10.2019

2012-13 30.09.2013 29.10.2013 29.10.2020


10. Members are requested to bring their attendance slips duly completed and signed mentioning

therein details of their DP ID and Client ID/ Folio No.

11. Members may contact the Company at Email: [email protected] for

any query.

12. Members who are holding shares in more than one folio are requested to intimate to the

Registrars the details of all their folio numbers for consolidation into a single folio.

13. Relevant documents referred to in the accompanying Notice and in the Explanatory Statements

are open for inspection by the Members at the Company’s Registered Office on all working days

of the Company, during business hours upto the date of the Meeting. Business Hours: Monday

to Saturday - 09.30 am to 05.30 pm.(Second and Fourth Saturday is a Holiday)

14. Electronic copy of the Annual Report and the Notice of the Annual General Meeting of the

Company inter alia indicating the process and manner of remote e-voting along with the

attendance slip and proxy form are being sent to all members whose email address are

registered with the Depositary Participant(s) for communication purposes. For members who

have not registered their email address, physical copies of the above mentioned documents are

being sent in the permitted modes of despatch.

15. The login ID and password for e-voting along with process, manner and instructions for e-voting

is being sent to the members who have not registered their e-mail IDs with the Company along

with physical copy of the notice. Those members who have registered their e-mail IDs with the

Company / their respective Depository Participants are being forwarded the login ID and

password for e-voting along with process, manner and instructions by e-mail.

16. Member may also note that the Notice of the Annual General Meeting and the Annual Report

will also be available on the Company’s website www.vijayshanthibuilders.com for download.

The Physical copies of such documents will also be available at the Company’s registered office

in Chennai for inspection during normal business hours on working days. Members desiring to

receive the reports in physical form, even after registering for e- mail mode, may request for the

same, upon which reports will be dispatched free of cost. For any communication in this regard,

members may send their requests to [email protected]

17. E-VOTING FACILITY:

In terms of section 108 of the Companies Act, 2013, read with rule 20 of the Companies

(Management and Administration) Rules, 2014, as amended by Companies (Management and

Administration) Amendment Rules, 2015 and clause Regulation 44 of Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements), Regulations 2015, the company is pleased to

provide e-voting facility, a mandatory requirement for listed companies. The facility for casting votes by

the members using an electronic voting system from a place other than venue of the annual general

meeting (“remote e-voting”) will be provided by Central Depository Services (India) Limited (CDSL). The

instructions for shareholders voting electronically are as under:

1. The voting period begins on Thursday, 26th September 2019 at 9.00 AM and ends on Sunday 29th

September 2019 by 05.00 P.M. During this period shareholders of the Company, holding shares

either in physical form or in dematerialized form, as on the cut-off date of 23rd September 2019,

may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting

thereafter.

(i) Shareholders who have already voted prior to the meeting date would not be entitled to vote

at the meeting venue.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iii) Click on Shareholders.


(iv) Enter your User ID as categorized below

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the

Company.

(v) Enter the Image Verification as displayed and click on login

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and

voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department

(Applicable for both demat shareholders as well as physical shareholders)

l Members who have not updated their PAN with the Company/Depository

Participant are requested to use the first two letters of their name and the

8 digits of the sequence number in the PAN field.·

l In case the sequence number is less than 8 digits enter the applicable

number of 0’s before the number after the first two characters of the name

in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence

number 1 then enter RA00000001 in the PAN field.

Dividend Enter the Dividend Bank Details or Date of Birth (DOB) (in dd/mm/yyyy format)

BankDetails OR as recorded in your demat account or in the company records for the said demat

date of Birth (DOB) account or folio.

l If both the details are not recorded with the depository or company please

enter member id/ folio number in the Dividend Bank details field as

mentioned in instruction (iv)

(viii) After entering these details appropriately, click on “SUBMIT” tab

(ix) Members holding shares in physical form will then directly reach the Company selection screen.

However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein

they are required to mandatorily enter their login password in the new password field. Kindly note

that this password is to be also used by the demat holders for voting for resolutions of any other

company on which they are eligible to vote, provided that company opts for e-voting through

CDSL platform. It is strongly recommended not to share your password with any other person and

take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the

resolutions contained in this Notice.

(xi) Click on the EVSN for Vijay Shanthi Builders Limited on which you choose to vote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option

“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you

assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box

will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on

“CANCEL” and accordingly modify your vote.


(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on

the Voting page.

(xvii) If Demat account holder has forgotten the login password then enter the User ID and the image

verification code and click on Forgot Password& enter the details as prompted by the system.

(xviii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android

based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple phone users

can download the app from the App Store on or after 30th June 2016. Please follow the instructions

as prompted by the mobile app while voting on your mobile.

Note for Non – Individual Shareholders and Custodians

l Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian

are required to log on to www.evotingindia.com and register themselves as Corporates.

l A scanned copy of the Registration Form bearing the stamp and sign of the entity

should be e-mailed to [email protected]

l After receiving the login details a compliance user should be created using the admin

login and password. The Compliance user would be able to link the account(s) for which

they wish to vote on.

l The list of accounts linked in the login should be mailed to

[email protected] and on approval of the accounts they would be able to

cast their vote.

l A scanned copy of the Board Resolution and Power of Attorney (POA) which they have

issued in favour of the Custodian, if any, should be uploaded in PDF format in the

system for the scrutinizer to verify the same.

(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked

Questions (“FAQs”) and e-voting manual available at www.evotingindia.com,under help section

or write an email to [email protected].

2. The Annual Report is sent to all the shareholders who are the members of the Company as on 31st

August, 2018.

3. In terms of recent amendment to the Companies (Management and Administration) Rules, 2014

with respect to the voting through electronic means, the Company is also offering the facility for

voting by way of physical ballot at the AGM. The Members attending the meeting should note that

those who are entitled to vote but have not exercised their right to vote by remote e-voting, may

vote at the AGM through ballot for all businesses specified in the accompanying Notice. The

Members who have exercised their right to vote by remote e- voting may attend the AGM but shall

not vote at the AGM. The Voting rights of the Members shall be in proportion to their shares of the

paid – up equity share capital of the Company as on the cut – off date being Monday, 23rd September

2019.

4. Any person, who acquires shares of the Company and becomes a member of the Company after

the despatch of the notice and holding shares as of the cut - off date i.e. 21st September 2018

should follow the same procedure as mentioned above for e-Voting. All the shareholders who were

the members of the company but who do not hold the shares of the company as on the cut – off

date i.e. 23rd September 2019 shall not be eligible to participate in the Annual General Meeting and

also to caste their e – vote.


5. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share

capital of the Company as on the cut-off date of 23rd September 2019.

6. Mr. R Muthukrishnan, Practising Company Secretary (Membership No FCS 6775), Chennai, have

been appointed as the Scrutinizer to scrutinise the e-voting process in a fair and transparent

manner.

7. The Scrutinizer shall, immediately after the conclusion of voting at the General Meeting, first

count the votes cast at the meeting, thereafter unlock the votes cast through remote e-voting in

the presence of at least two witnesses not in the employment of the company and present, within

48 hours from the conclusion of the General Meeting , a consolidated Scrutinizer’s Report of the

total votes cast in favour or against, if any, to the chairman of the Company or any other director,

who shall countersign the same; and

8. The result declared, along with the Scrutinizer’s report shall be placed on the company’s website

www.vijayshanthibuilders.com and on the website of the CDSL after the result is declared by the

Chairman and also be communicated to the Stock Exchange where the company is listed.


Place : Chennai

-SD-

CHANDAN KUMAR JAIN

MANAGING DIRECTOR

DIN: 00262521


FOR KIND ATTENTION OF THE MEMBERS OF THE COMPANY

1. Members of the Company holding shares in physical form, are requested to surrender their share

certificates, in original, to your Depository Participants (DPs) for dematerialization. Kindly note

that shares of the Company are traded on the Stock Exchanges compulsorily in demat mode.

Hence, by holding in demat mode you can deal freely in the shares at market value.

2. The company is sending communications including Notices for AGM and EGM, Explanatory

Statements thereto, Balance Sheets, Director’s Reports, Auditor’s Reports, and Financial Results

etc. through email to shareholders whose emails are registered with the Company. While going

through the Register of Members, the Company have noticed that there are members who have

not registered their email IDs with the Company. Consequently, the Company is unable to send

communications to them electronically. In compliance with provisions of Rule 18 of the Companies

(Management and Administration) Rules,2014 and applicable provisions of the Companies Act,

2013 and Rules made thereunder, the members are requested to register their email ID’s with the

Company or their Depository Participants if they are holding shares in electronic form by adhering

to the following procedure:

1. Shareholders holding shares in physical form may kindly register / send their email ID’s to

the RTA of the Company to the following address either by post or by e-mail :

Cameo Corporate Services Ltd.

‘Subramanian Building’

No.1 Club House Road

Chennai 600 002.

Tel: 04428460390

Fax: 044 28460129

Email Id : [email protected]

2. Shareholders holding shares in electronic/demat mode may kindly register their email ID’s

with their respective DP’s.

3. Shareholders whose email ID’s have undergone any change or whose ID’s require any

correction, may kindly follow the procedure detailed in 2, above.

Folio No./DP ID/ Client ID

No. of Shares Held


DIRETORS REPORT

To the Members,

Your Directors take pleasure in presenting the 28th Annual Report on the business and operations of your

Company for the year ended 31st March 2019.

1. FINANCIAL HIGHLIGHTS:

On Standalone basis:-

During the Financial Year 2018-19, revenue from operations was Rs.2655.36 Lakhs as compared to

Rs. 8526.13 Lakhs during the previous year. The net loss after tax is at 1065.53 Lakhs as compared

to a profit of 2.33 Lakhs recorded for the previous year

On Consolidated basis:-

During the Financial Year 2018-19, the subsidiary company M/S VahicInc , Canada which was

incorporated in the year 2017-18 did not commence its commercial activity. Considering the same, the

investment made by the company amounting to 100 common shares of 1 canadian dollar each totaling

to 100 canadiandollars(Amounting to Rs.5200) in the subsidiary was written off and hence the

consolidated financial statement has not been furnished.

2. DIVIDEND

Owning to inadequacy or absence of profits the Company has not declared dividend for the financial

year 2018 – 19.

3. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material changes and commitments affecting the financial position of the Company between

31s tMarch 2019 and the date of Board’s Report 14th June 2019.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There are no changes in the nature of business of the Company during the financial year under review.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

i. Industry Structure And Development

A recovery in the real estate sector, where project stalling rates have spiked, may be as prolonged as

the slowdown without a significant price correction. The global financial crash of 2008 led to a global

credit freeze and real estate projects across the world were gutted as lenders did their best to avoid this

setor. India was no exception to this trend though credit flow to the sector did not dry up as dramatically

as in the West. As fund flows dried up, project stalling rates spiked. The shock of demonetization,

followed by two new regulatory changes, the goods and services tax (GST) and the Real Estate

(Regulation and Development) Act, only served to bring in more uncertainty and ensured that the

slump in the sector continued. As bank credit to the sector slowed and bank deposits soared post

demonetization, banks outsourced lending to non-banking financial companies (NBFCs), which in turn

stepped in to fund real estate developers. However, the NBFC crisis last year squeezed that channel of

finance as well. Unsurprisingly, the lack of funds continues to be one of the major reasons behind

stalled projects even today. The two big reasons cited by investors for stalled projects is the delay

in land acquisition and lack of funds. “It’s a challenging situation, “Every stakeholder should be prepared

to take a hit or make compromises. Banks and financial institutions have to take a haircut in the loans

given, developers and owners have to forgo profit/ surplus cash flows, and even homebuyers should be

prepared to pay more, if required, for the completion of projects. “Ultimately, a lot rides on where house

prices head. Despite the slump in the sector, most localities haven’t seen much of a correction in house

prices. A significant correction can pave the ground for a V-shaped recovery in the sector. In the absence

of that, the recovery in real estate is likely to be as prolonged as the slowdown.


ii. Business Outlook

The real estate sector is one of the most globally recognized sectors. Real estate sector comprises four

sub sectors - housing, retail, hospitality, and commercial. The growth of this sector is well complemented

by the growth of the corporate environment and the demand for office space as well as urban and semi-

urban accommodations. The construction industry ranks third among the 14 major sectors in terms of

direct, indirect and induced effects in all sectors of the economy.

It is also expected that this sector will incur more non-resident Indian (NRI) investments in both the

short term and the long term.

Real estate sector in India is expected to reach a market size of US$ 1 trillion by 2030 from US$ 120

billion in 2017 and contribute 13 per cent of the country’s GDP by 2025. Retail, hospitality and commercial

real estate are also growing significantly, providing the much-needed infrastructure for India’s growing

needs.

iii. Future Outlook

The Securities and Exchange Board of India (SEBI) has given its approval for the Real Estate Investment

Trust (REIT) platform which will help in allowing all kinds of investors to invest in the Indian real estate

market. It would create an opportunity worth Rs 1.25 trillion (US$ 19.65 billion) in the Indian market

over the years. Responding to an increasingly well-informed consumer base and, bearing in mind the

aspect of globalisation, Indian real estate developers have shifted gears and accepted fresh challenges.

The most marked change has been the shift from family owned businesses to that of professionally

managed ones. Real estate developers, in meeting the growing need for managing multiple projects

across cities, are also investing in centralised processes to source material and organise manpower

and hiring qualified professionals in areas like project management, architecture and engineering.

The growing flow of FDI into Indian real estate is encouraging increased transparency. Developers, in

order to attract funding, have revamped their accounting and management systems to meet due diligence

standards.

iv. Operational Overview

The following are the details of the ongoing and future projects of the Company.

Ongoing Projects

Project Name Location Saleable Area(IN SQ FT)

I Sky Villas Perungudi 0.43 Lakhs

Crest Ratnamangalam 0.54 Lakhs

Fortune Square Ratnamangalam 1.82 Lakhs

The Art Nungambakkam 1.21 Lakhs

Future Projects

Project Name Location Saleable Area

Besta Oragadam 3.85 Lakhs

Ela Thandalam 5.22 Lakhs

Jade Pammal 0.98 Lakhs

Exotica Padur 0.76 Lakhs

Gaud Tiruvanmiyur, Rajaji Nagar 0.22 Lakhs

Fangle Perungudi 0.48 lakhs


v. Opportunities and Threats

The Government of India along with the governments of the respective states has taken several initiatives

to encourage the development in the sector. The Government of India’s Housing for all initiative is sure

to bring in huge investment especially in the Real Estate Residential Sector.The Smart City Project,

where there is a plan to build 100 smart cities, is a prime opportunity for the real estate companies.

Property prices have fallen slightly in most major Indian cities in past one year. Slack demand, huge

inventories and stringent regulations have kept home prices low across major Indian cities. The number

of Launches in were few and sales were tardy in the past one year in Chennai, but prices came down,

leading to a big fall in the inventory. The drinking water crisis facing the city may bring down prices

further.

vi. Segment wise Performance:

The Company has only one segment that is developing and promoting of residential apartments. Hence

there is no requirement of segment wise reporting.

vii. Risks and Concerns

1. Market risk- Market risk is mainly caused by the demand uncertainty.

2. Completion risks- Completion risks refer to technical risks during and after the completion

of a project.

3. Institutional risks- Institutional risks are related to the political uncertainties in a specific situation.

viii. Risk Management Policy

The Board has established a Risk Management Policy which formalizes the Company’s approach to

overview and manage business risks. The policy is implemented through identifying, assessing,

monitoring and managing key risks across the Company.

The Audit Committee is entrusted with the task of monitoring and reviewing the risk management plan

and procedures of the Company. The risk management function is complimentary to the internal control

mechanism of the Company and supplements the audit function.

ix. Internal Financial Control

There are adequate internal financial controls in place with reference to the financial statements. During

the year under review, these controls were evaluated and no significant weakness was identified either

in the design or operation of the controls.

x. Discussion of Financial Performance

A detailed report about financial performance forms part of Directors Report to the shareholders.

xi. Human Resource Development

The Company considers its human resource as an asset of the Company. The Company prides in

having well-oiled human resource machinery which has been one of the pillars for the growth of the

Company over the years. We have also developed an appropriate blend of professionals, constantly

thinking and executing innovative and cost effective solutions to every client’s requirements. Thanks to its

unique professionalism that embodies a code of ethics, a committed and farsighted management team

Vijay Shanthi has registered consistent growth over the years, ever since its inception.

6. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013, with respect to Director’s

Responsibility Statement, it is hereby stated –

I. that in the preparation of annual accounts for the financial year ended 31stMarch, 2019, the applicable

Accounting Standards had been followed and that there were no material departures;


II. that the Directors had selected such accounting policies and applied them consistently and made

judgments and estimates that were 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

the year under review;

III. that 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;

IV. that the Directors had prepared the accounts for the financial year ended 31stMarch, 2019 on a

“going concern basis”;

V. that 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.

7. FINANCIAL PERFORMANCE & POSITION OF SUBSIDIARY AND ASSOCIATE COMPANIES

The Company has made an investment of Rs.5198/- in Vahi INC a Company having its registered

office at 31, Roker Crescent, Toronto,Ontario,Canada – M1S 1P5 and is classified as 100% subsidiary

under section 2(87)(ii) of Companies Act 2013.

The investment has been made during the Financial Year 2017 – 2018 and the company did not

commence its commercial activity during the year 2018 – 19 and hence the said subsidiary was written

off during the year and hence no consolidated financials were prepared.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Independent Directors

Mr.SivaSubramaniam (DIN: 00763122) who was appointed as the Independent Director of the Company

for a period of 3 years upto 28th September 2017 in the 23rd Annual General meeting of the Company

held on 29th September 2014 has now been reappointed for a second term for a period of 5 years upto

28th September 2022 in the Annual General Meeting of the Company held on 27th September 2017.

Mr. V. Parthasarathy was appointed as the Independent Director of the Company for a period of 5

years upto 30th September 2021 in the 25th Annual General Meeting of the Company held on 30th

September 2016.Mr. V Parthasarathy(DIN:07594302) resigned from the Board with effect from 23rd

August 2018 citing personal reasons and same has been accepted by the Board. The Board wishes to

place on record the valuable services received by the company from the Director during her tenure in

the Board.

Ms Shaily Ramesh Rathore was appointed as the Independent Women Director of the Company in the

Board Meeting held on 28th February 2019. All Independent Directors have declared that they met all

the criteria of independence as provided under Section 149(6) of the Companies Act 2013.

Retirement of Directors by Rotation

In terms of the provisions of sub-section (6) read with explanation to Section 152 of the Companies Act

2013 two-thirds of the total number of directors i.e., excluding IDs, are liable to retire by rotation and

out of which, one-third are liable to retire by rotation at every annual general meeting.

Mr. Chandan Kumar Jain (DIN: 00262521), Managing Director who is liable to retire by rotation, at the

AGM, and being eligible, offers himself for re-appointment.


ii. Executive Directors

Managing Director

Mr. Chandan Kumar (DIN: 00262521) was re-appointed as the Managing Director of the Company for

another period of three years commencing from 1st January 2019and his term shall end with 31st

December 2022 in the Board Meeting held on 14th February 2019. The reappointment has been approved

by the Nomination and Remuneration Committee of the Board and the same is subject to approval by

the Shareholders.

Hence a special resolution seeking members consent for the above said reappointment has been

proposed and same forms part of the notice to this ensuing AGM

Whole Time Director (WTD)

Mr. DVB Prasad (DIN:02001256) was re-appointed as the Whole Time Director of the Companyin the

Board Meeting held on 14th February 2018 for another period of three years commencing from 1stMarch

2018 and his term shall end with 28th February, 2021.

Key Managerial Personnel

As per Companies Act 2013 the persons holding the post of Managing Director, Whole Time Director,

Chief Financial Officer and Company Secretary are the Key Managerial Personnel of the Company.

MrPrem Prasad Babu who was appointed as the Company Secretary of the Company with effect from

14th September 2017 in the Board Meeting held on 14th September 2017resigned from the position of

Company Secretary with effect from 31st August 2018 and the same was taken on record in the Board

meeting held on3rd October 2018.

Mr.Chandan Kumar -Managing Director, Mr. DVB Prasad -Whole Time Director, Mrs.

SaralaViswanathan, Chief Financial Officer are the Key Managerial Personnel of the Company at the

end of the year under review.

Nomination and Remuneration Policy

The Nomination and Remuneration Committee of Directors (NRC) reviews the composition of the

Board, to ensure that there is an appropriate mix of abilities, experience and diversity to serve the

interests of all shareholders and the Company.

In accordance with the requirements under Section 178 of theCompanies Act 2013 and Regulation 19

of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),

Regulations 2015, the NRC has formulated a Nomination and Remuneration Policy to govern the

terms of nomination / appointment and remuneration of (i) Directors, (ii) Key Managerial Personnel

(KMPs) of the Company.

The NRC will review the profile of persons and the most suitable person is either recommended for

appointment by the Board or is recommended to shareholders for their election.

NRC will ensure that any person(s) who is / are appointed or continues in the employment of the

Company as its Executive Chairman, Managing Director, Whole-Time Director shall comply with the

conditions as laid out under Part I of Schedule V to the Companies Act 2013. NRC will ensure that any

appointment of a person as an independent Director of the Company will be made in accordance with

the provisions of Section 149 read with Schedule IV of the Companies Act 2013 along with any other

applicable provisions and Regulation 25 of Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements), Regulations 2015.

Criteria for performance evaluation, disclosures on the remuneration to executive directors have been

disclosed as part of Corporate Governance Report attached herewith.


iii. Evaluation of the Board, Committee and Directors

During the year, as recommended by the Nomination and Remuneration Committee, an evaluation

framework was adopted by the Board. Pursuant to the provisions of the Companies Act, 2013 and

Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements), Regulations 2015, the Board carried out an annual performance evaluation of its own

performance, the Directors individually as well as the working of its various Committees. Structured

questionnaires were prepared, after taking into consideration the feedback of the Directors. The overall

Board evaluation covered various aspects of the Board’s functioning in terms of structure, governance,

and dynamics of functioning besides the financial reporting process, internal controls and risk

management.

The performance evaluation of the Independent Directors was carried out by the entire Board. The

performance evaluation of the Non-Independent Directors was carried out by the Independent Directors

at their separate meeting.

iv. Number of Board Meeting held

The number of Board meetings held during the financial year 2017-18was 06 (Six) and more details

including attendance particulars of directors are provided as part of Corporate Governance Report

prepared in terms of Regulation 17 of Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements), Regulations 2015.

9. AUDITORS

Statutory Auditors

M/s. Sanjay Shah & Associates, Chartered Accountants, Chennai (Firm Registration No: 003572S )

were appointed as the statutory auditors of the Company for a period five years from the conclusion of

the 26th Annual General Meeting till the conclusion of 31st Annual General Meeting to be held in the

year 2022.

Reply to Qualification / Observations made in the Statutory Audit Report:

i. As regards the statement regarding deviation in the guidelines issued by ICAI regarding revenue

recognition of accounting for real estate transaction in respect of certain project, the Audit Committee

and the Board is of the considered opinion, that the Company has not violated the guidelines issued by

ICAI. The said project being High End Apartments is not fully complete, as the completion is based on

delivery of individual customized requirements of each of the prospective buyer. Hence the Board is of

the opinion that sales can be accounted for only after completion of such pending works which may

vary depending on prospective customer needs and cannot be generalized. Further the amount to be

spent on this project towards completion is substantial.

ii. In respect of the said bank accounts the Company had approached banks for confirmations and

same is awaited. However these are mainly inoperative accounts and the balances held in the accounts

are not material.

Secretarial Auditors:

As required under Section 204 of the Companies Act, 2013 and the Companies (Appointment and

Remuneration of Managerial Personnel) Rules 2014, the Company is required to appoint a Secretarial

Auditor for auditing secretarial and related records of the Company.

Accordingly, Mr. R Muthukrishnan,PractisingCompany Secretary, Chennai, was appointed as Secretarial

Auditors for carrying out the secretarial audit for the financial year 2018-19.

As required by Section 204 of the Companies Act, 2013, the Secretarial Audit Report for the year

2018-19, given by Mr. R Muthukrishnan,PractisingCompany Secretary, Chennai, for auditing the

secretarial and related records is attached to this report.


Reply to Point 1 – List of Observations

1. As regards late filing / non filing of certain forms with ROC / stock exchanges during 2018-19,

there was certain dislocation in the administrative work due to changes in employees. However,

the Company shall ensure that such delays are avoided in future.


2. As far as loans in the nature of project advances to certain entities covered in Section 189 to the

Companies Act, 2013, the said amounts are purely in the nature of project advances extended for

the purpose of execution of certain joint venture projects entered by the company with such entities,

on an arms lengths basis and as per agreements entered in to by the company, with such entities.

Hence, given this background, the Board is of the opinion that the said project advances are, as

per standard market practice of construction companies, is a commercial advance and hence

such amounts are not in nature of any pure loans.

Reply to Point 3,4,5 – List of Observations

3. As regards to qualification regarding composition of Audit Committee and Nomination and

Remuneration Committee, due to resignation of an Independent Director during August 2018, the

Company is in the process of identifying a suitable person to bring them on Board to meet with the

requirements of the SEBI LODR Regulations. The Board has filled in necessary vacancy arising

due to resignation of independent director as well as woman director by appointing an Independent

Women Director on 28th February 2019.


4. As regards to qualification regarding appointment of Company Secretary, the Company is in the

process of identifying a suitable candidate to appoint as the Company Secretary of the Company.

Reply to Point 7, 8, 9– List of Observations

5. As regard to qualification with Regard to the delay in the submission of publication of financial

results and submission of Annual Reports, Submission of Investor Complaints Report, the Company

shall ensure to comply with the stipulations as laid down under SEBI LODR Regulations and shall

avoid such delays in the future.


6. The Company shall ensure to transfer the funds to Investor Education and Protection Fund. The

Company shall also ensure that such delay does not arise in the future.


7. The Company is taking steps to make the necessary payments to the Stock Exchanges and would

be complying with the requirement at the earliest.

8. CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the statutory auditors of the Company

regarding compliance of conditions of Corporate Governance as stipulated under Regulation 27 of Securities

and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 with

the Stock Exchange(s) form part of this Annual Report.

9. WHISTLE BLOWER POLICY

The Board at its meeting held on 16th October 2014, adopted a Whistle Blower Policy in accordance with

the provisions of the Companies Act 2013 and as per Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements), Regulations 2015.


The Policy is disclosed on the Company’s website with the following link www.vijayshanthibuilders.com.

10. PUBLIC DEPOSITS

The Company has not accepted any deposit from the public within the meaning of Chapter V of the

Companies Act 2013, for the year ended 31st March 2019.

11.DISCLOSURES

Information on conservation of energy, technology absorption, foreign exchange, etc

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo

are given inAnnexure I to this report, in terms of the requirements of Section 134(3)(m) of the Companies

Act 2013 read with the Companies (Accounts) Rules 2014;

Annual Return

Extract of Annual Return in the prescribed form is given as Annexure II to this report, in terms of the

requirement of Section 134(3)(a) of Companies Act 2013 read with the Companies (Accounts) Rules,

2014.

Employee’s Remuneration

The Company does not have any employees receiving the remuneration in excess of the limits prescribed

under Section 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014.

Comparative analysis of remuneration paid

A comparative analysis of remuneration paid to Directors and employees with the Company’s performance

is given as Annexure III to this report.

Details of related party transactions

All arrangements / transactions entered by the Company with its related parties during the year were in

ordinary course of business and on an arm’s length basis. During the year, the Company had not entered

into any arrangement / transaction with related parties which could be considered material in accordance

with the Company’s Policy on Related Party Transactions and accordingly, the disclosure of Related Party

Transactions in Form AOC 2 is not applicable. However, names of Related Parties and details of transactions

with them have been included in Note no. 28.4 to the financial statements provided in the Annual Report.

Details of loans / guarantees / investments made

The Company has not extended any loans / guarantee/ or provided any security in connection with a loan

to any other body corporate or person during the year under review, except certain advances in the nature

of project advances, already detailed elsewhere in this annual report. –

Significant & Material Orders Passed by the Regulators:

During the year 2018 - 19, no significant and material orders were passed by the Courts or Tribunals.

However BSE Limited and National Stock Exchange of India Limited had suspended the trading in securities

of the Company in both the platforms with effect from 9th April 2019 for the default in the Compliance of

Regulation 17 and Regulation 18 of the SEBI Listing Regulations.

12. CORPORATE SOCIAL RESPONSIBILTY POLICY: (CSR)

As per Regulation 3(2) of Companies (Corporate Social Responsibility)Rules, 2014, the company is not

meeting criteria as specified in Section 135(‘1) of the Companies Act, 2013 for a period of three consecutive

financial years and hence the CSR requirements do not apply to your company.


However the Company continues to believe in operating and growing its business in a socially responsible

way. This belief forms the core of the CSR policy of the Company that drives it to focus on holistic

development of its host community and immediate social and environmental surroundings qualitatively.

Hence although the provisions of Section 135 of the Companies Act, 2013, do not apply to the company,

the Company has constituted a Corporate Social Responsibility Committee (“CSR Committee”) Voluntarily.

The Corporate Social Responsibility Committee of the Board of Directors of the Company are as follows:

Mr.Sivasubramaniam- Director(Chairman)

Mr.Chandan Kumar – Managing Director (Member)

Mr. DVB Prasad – Whole Time Director (Member) (Resigned 28th February 2019)

As the Company is not covered under CSR requirements as aforesaid, the necessary disclosures under

Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has not been furnished.

13. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND

REDRESSAL) ACT, 2013

The Company has necessary system in place to attend the grievances of women employee as required

under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No

complaints have been received during the year under review from any woman employee of the Company.

Hence, no complaint is outstanding in this regard.

14. ACKNOWLEDGEMENT

The Directors thank the bankers, investing institutions, customers, dealers, vendors and sub-contractors

for their valuable support and assistance.

The Directors wish to place on record their appreciation of the very good work done by all the employees

of the Company during the year under review. The Directors also thank the investors for their continued

faith in the Company.

For and on behalf of the Board of Directors

Date: 14.06.2019 CHANDAN KUMAR Managing Director DIN : 00262521

Place: Chennai S SIVA SUBRAMANIAM Director DIN : 00763122

DVB PRASAD Whole Time Director DIN : 02001256


ANNEXURE - I TO DIRECTORS’ REPORT TO THESHAREHOLDERS

Information pursuant to Section 134(3)(m) of the Companies Act, 2013

A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Conservation of Energy:

The Company has made energy saving efforts wherever possible the following energy conservation

measures have been taken in our various projects:

l Use of solar lighting for landscape

l Conform to lighting power density requirements as per Green building norms for basements,

driveways and other

Common areas

l Use of glass on external facade to maximize daylight views with appropriate shading

coefficients, solar factor andsolar heat gain coefficient

l Use of surface reflective paint for reducing heat island effect and thereby reduce A/C loads.

l Use of separate energy meters for major common area loads so that power consumption can

be monitored and efforts can be made to minimize the same.

l Use of LED’s in the common areas of the residential project.

l Use of best quality wires, cables, switches and low self-power loss breakers.

Construction Materials

l Construction waste materials are segregated during the entire construction phase as reusable,

refurnishable and recycled materials.

l The reusable materials are either used in the same site or transferred to our other stores given

to reusable collection stores locally. Eg.: lumbers, fixture, etc.

l The recyclable materials like metals, asphalt, rubber, wood etc, are collected and sent to

dealers where they recycle these materials and reuse it. Excess soil etc, are either used for

roads formation or for landscaping

Technology Absorption:

The Company as a part of progressive growth is always on the lookout for new technological

innovations that canenhance the product quality, increase process speed, reduce adverse impact

on the environment. Some of the measures are:

l Use of STP treated water for flushing, landscaping and air-conditioning

l Harvesting rain water in the form of deep well recharging, collection, treatment and use of

terrace storm water, etc

l Installation of organic waste convertors in large residential projects

l Use of centralized LPG reticulation system with piped gas supply to individual flats

l Use of CCTV, door video phones to enhance security

The technology utilized in few of our High End Projects are:

l Roof is insulated with brick jelly, therma care tiles and followed by water proofing. Landscape

on the roof reduces the heat to the building. Internally the top most floors hasthermacoel

packing above the false ceiling.


l Externally it’s aAerconcavity wall system with 8"aerocon wall + 1" thermocoel packing + 4"

aerocon wall. These are heat as well as sound insulated walls. The internal room temperature

is at least 5oc less than the internal.

l All the windows/ventilators/French doors are 24 mm thick glass (6 mm toughened glass + 12

mm air gap + 6 mm toughened glass with insulation. These are designed for wind pressure,

thermal and acoustical insulation.

B. FOREIGN EXCHANGE EARNINGS AND OUT GO

There details of the foreign exchange earnings and out go during the year is furnished below:

Particulars As at 31 March, 2019 As at 31 March, 2018

Rs. Rs.

Expenditure & Earnings in Foreign Currency

Expenditure -Advertisement NIL NIL

Earnings NIL NIL






ANNEXURE - II TO DIRECTOR’S REPORT TO THESHAREHOLDERS

Form No MGT – 9

Extract of Annual Return as on the Financial Year ended 31st March 2019

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the

Companies Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

i) CIN: L45201TN1992PLC021960

ii) Registration Date 06/01/1992

iii) Name of the Company Vijay Shanthi Builders Limited

iv) Category / Subcategory of the Company Public Company / Listed by shares

v) Address of the Registered office and Old Door No.8, New Door No.21, First

Contact details Avenue, Indira Nagar, Adyar, Chennai – 600020

Tel: 044 – 4000 4600

Fax: 044 – 4000 4666

vi) Whether Listed Company yes / No YES

vii) Name, address and contact details of the

registrar and share transfer agent if any Cameo Corporate Services Ltd.’

Subramanian Building’,

No.1 Club House Road,

Chennai 600 002.

Tel : 044 28460390 (6 Lines)

Fax : 044 28460129


II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated

SN Name and Description of main products NIC Code of the % to total turnover of the

/ services Product/service company

1 Development and Construction of Properties 99531121 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. Name and Address of CIN/GLN Holding / % of Shares Applicable

No. the Company Subsidiary held Section

/ Associate

1 Vahi INC31, Roker 002589154 subsidiary 100% Sec 2(87) (ii)Crescent, Toronto,Ontario,Canada – M1S 1P5


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V) Shareholding of Directors and Key Managerial Personnel:

Shareholding at the

beginning of the year

Cumulative

Shareholding

during the year

‘% of total

shares of the

company

No of

shares

No of

shares

‘% of total

shares of the

company

Name of the Share holderSl.

No.

1 CHANDAN KUMAR

At the beginning of the year 01-Apr-2018 4983600 19.0296 4983600 19.0296

At the end of the Year 31-Mar-2019 3891706 14.86 3191706 14.48

2 DVB PRASAD

At the beginning of the year 01-Apr-2018 3300 0.13 3300 0.13

At the end of the Year 31-Mar-2019 3300 0.13 3300 0.13

3 SIVA SUBRAMANIAM

At the beginning of the year 01-Apr-2018 NIL NIL NIL NIL

At the end of the Year 31-Mar-2019 NIL NIL NIL NIL

4 VENUGOPAL PARTHASARATHY(Resigned wef 23/08/2018)



5 SARALA VISWANATHAN



6 B PREM PRASAD(Resigned wef 03/10/2018)



7 SHAILY RAMESH RATHORE(Appointed wef 28/02/2019



V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued

but not due for payment

Unsecured Loans DepositsTotal

Indebtedness

Secured

Loans excluding

deposits

Indebtedness at the

beginning of the

financial year

i) Principal Amount 565,625,604.00 2,738,050.00 - 568,363,654.00

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 565,625,604.00 2,738,050.00 - 568,363,654.00


Unsecured Loans DepositsTotal

Indebtedness

Secured

Loans excluding

deposits

Change in Indebtedness

during the financial year

Addition - 130,262.12 - 130,262.12

* Reduction (30,179,446.19) - - (30,179,446.19)

Net Change (30,179,446.19) 130,262.12 - (30,049,184.07)

Indebtedness at the end

of the financial year

i) Principal Amount 535,446,157.81 2,868,312.12 538,314,469.93

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii) 535,446,157.81 2,868,312.12 538,314,469.93

VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager

(Amount in Rs.)

1 Gross salary

(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961 48,00,000 15,00,000 63,00,000

(b) Value of perquisites u/s 17(2)

Income-tax Act, 1961 NIL NIL NIL

(c) Profits in lieu of salary under section

17(3) Income- tax Act, 1961 NIL NIL NIL

2 Stock Option NIL NIL NIL

3 Sweat Equity NIL NIL NIL

4 Commission-as % of profit-others, specify… NIL NIL NIL

5 Others, please specify NIL NIL NIL

Total (A) 48,00,000 15,00,000 63,00,000

Ceiling as per the Act 84,00,000 84,00,000

S.No. Particulars of Remuneration

Name of MD/WTD/ Manager Total

AmountMr. DVB PrasadMr.Chandan Kumar

B. Remuneration to other directors

Particulars ofRemuneration Name of Directors

TotalAmount

Sl.

No.

1 Independent Mr. S Siva Mr. V. Parthasarathy Ms. Shaily Ramesh Rathore

Directors Subramaniam (Resigned wef (Appointed w.e.f.

23rd August 2018) 28th February 2019)


Particulars ofRemuneration Name of Directors

TotalAmount

Sl.

No.

Fee for attending

board committee

meetings NIL NIL NIL NIL

Commission NIL NIL NIL NIL

Others, please

specify NIL NIL NIL NIL

Total (1) NIL NIL NIL NIL

2 Other Non-

Executive

Directors NIL NIL NIL NIL

Overall Ceiling as

per the Act NIL NIL NIL NIL

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD





1 Gross salary

(a) Salary as per provisions

contained in section 17(1) of

the Income-tax Act, 1961 NA 960000 175000 1135000

(b) Value of perquisites u/s

17(2) Income-tax Act, 1961 0 0

(c) Profits in lieu of salary

under section 17(3)

Income-tax Act, 1961 0 0

2 Stock Option 0 0

3 Sweat Equity 0 0

4 Commission 0 0

- as % of profit 0 0

others, specify… 0 0

5 Others, please specify 0 0

Total NA 960000 175000 1135000

Key Managerial PersonnelParticulars of RemunerationSN

CFO

Mrs. Sarala

Viswanathan

CS

Mr.B. Prem Prasad

(Resigned w.e.f.3rd

October 2018)

CEO TOTAL

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL


ANNEXURE - III TO DIRECTORS’ REPORT TO THESHAREHOLDERS

Comparative analysis of remuneration paid

(Pursuant to Section 134 of the Act and Rule 5(1) of the

Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014)

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the

Company for the financial year;

1. Mr.Chandan Kumar Managing

Director 16.67 NIL

2. Mr. DVB Prasad Whole Time

Director 5.21 NIL

3. Mrs.SaralaViswanathan Chief Financial

Officer 0.61 NIL

5. Mr Prem Prasad B Company

Secretary 3.33 NIL

The remu-

neration of

KMP has

remained

moderately

decreased

with the

decrease in

the turnover

of the Com-

pany by

0.72% and net

profits after

tax has

decreased by

45830.90%

Comparison

of KMP

remuneration

against the

Company’s

performance

% of Increase

in

remuneration

Y- O –Y

Ration of

Remunera-

tion to

median

Remunera-

tion

DesignationName of

Director / KMP

Sl.

No.

The Medianannual remuneration of the Employees during the financial year was Rs.2,88,000/- (Rupees

Two Lakhs and Eighty Eight Thousand Only)

(ii) The percentagedecrease in the median remuneration of employees in the financial year 2018-19 was

60.67%.

(iii) The number of permanent employees on the rolls of Company as on March 31, 2019 was 36 Employees.

(iv) During the same period, the revenues decreased by 68.86%,the Profit before Tax and Profit after Tax

has reduced by 9811.62% and 45830.90%respectively.

(v) During fiscal 2019, the aggregate remuneration of Key Managerial Personnel decreasedto a negligible

extent as detailed in (i) above. The performance of the Company during the financial year 2018-19 is

detailed in point (iv) above. KeyManagerial Personnel includes the Managing Directors, Whole-time

Directors, Chief Financial Officer, and Company Secretary &Compliance Officer.

(vi)The closing price of the equity shares of the Company on the National Stock Exchange of India as on

31st March, 2019 was Rs.5.3/- and on the Bombay Stock Exchange as on 31st March 2019 was Rs.5.3/-as

against the issue price of Rs.10/- per equity share made by the Company in its only public issue made

during 1992.


Particulars As on 31st March As on 31st March % Change

2019 2018

Market Capitalisation 13.89 44.12 68.52%

(Rs. in Crores)

Price Earnings Ratio 0 153.18 100%

(vii) Average percentile decrease in the salaries of employees other than the managerial personnel during

2018-19 was 16.45%. The percentile increase in the managerial remuneration during the same period was

0.72% which is very negligent.

(viii)The Directors are entitled to a fixed salary along with the contribution to Provident Fund and Gratuity.

Apart from this there is no variable component on remuneration being availed by any of the Directors. The

break-up of the remuneration is provided in the Corporate Governance Report forming part of the Annual

Report.

(ix) There was no employee whose remuneration was in excess of the remuneration of the highest paid

Director during the financial year.

(x) The remuneration is as per the Nomination and Remuneration Policy formulated by the Nomination

and Remuneration Committee and approved by the Board of Directors of the Company.






SECRETARIAL AUDIT REPORTForm No. MR-3

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2019

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014]

To,

THE MEMBERS,

VIJAY SHANTHI BUILDERS LIMITED,

(CIN: L45201TN1992PLC021960),

OLD DOOR NO.8, NEW DOOR NO.21, FIRST AVENUE,

INDIRA NAGAR, ADYAR

CHENNAI 600 020

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence

to good corporate practices by M/s. VIJAY SHANTHI BUILDERS LIMITED (hereinafter called the company).

Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the

corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the M/s. VIJAY SHANTHI BUILDERS LIMITED’s books, papers, minute books,

forms and returns filed and other records maintained by the company and also the information provided by

the Company, its officers, agents and authorized representatives during the conduct of secretarial audit,

I hereby report that in my opinion, the company has, during the audit period covering the financial year

ended on 31st March, 2019, complied with the statutory provisions listed hereunder and also that the

Company has proper Board-processes and compliance mechanism in place to the extent, in the manner

and subject to the reporting made hereinafter: The members are requested to read this report along with

my letter of even date placed as Annexure 1 to this report

I have examined the books, papers, minute books, forms and returns filed and other records maintained

by M/s. VIJAY SHANTHI BUILDERS LIMTED (“the Company”) for the financial year ended on 31st MARCH,

2019 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) The following Regulations and Guidelines prescribed under the Securities and Exchange Board

of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015

(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act and dealing with client;

(d) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations,


and

I am informed that for the financial year ended on 31st March, 2019:

(a) The company was not required to maintain books, papers, minute books, forms and returns filed or

other records according to the provisions of:

(i) The following Regulations and Guidelines prescribed under the Securities and Exchange

Board of India, 1992 (SEBI Act):

l The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009

l The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee

Stock Purchase Scheme) Guidelines, 1999;

l The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

l The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,

2008;

l The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(vi) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the

extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings

since no Foreign Direct investments/External Commercial Borrowings took place during the reporting

period

(v) On an examination on test check basis and based on the information and explanations provided by the

offices of the company, the following laws as specifically to the company as mentioned below

a. Real Estate (Regulation and Development) Act, 2016 – Tamil Nadu Real Estate (Regulation and

Development) Rules, 2017

b. Tamil Nadu Town & Country Planning Act, 1971

c. New Town Development Plan (Preparation, publication and sanction) Rules

I have also examined compliance with the applicable clauses of the following:

(vi) The Listing Agreements entered into by the Company with following Stock Exchange(s),

1. National Stock Exchange of India Ltd and Bombay Stock Exchange subject to the observation given in

this report

2, The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations,

(vii) The company has generally complied with Secretarial Standards, SS1 and SS 2 issued by The

Institute of Company Secretaries of India in respect of conduct of Board Meetings and General Meetings

respectively.

During the period under review, to the best of my knowledge and belief and according to the information

and explanation furnished to us, the Company has complied with the provisions of the Act, Rules,

Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations as

placed in Annexure to this report


I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,

Non-Executive Director and Independent Directors only upto 23RD August 2018 and subsequent to that

the company did not have required number of Independent Directors upto 28TH Feb 2019 . The

company did not have also woman director till 28THFebruary 2019 as more detailed in the

observations placed as an annexure to this report.

The changes in the composition of the Board of Directors that took place during the period under review

were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on

agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further

information and clarifications on the agenda items before the meeting and for meaningful participation at

the meeting.

Majority decision is carried through and I have been informed that there were no dissenting Board members’

views that were required to be captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the

size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations

and guidelines.

I further report that during the audit period the company has no instance of

(i) Public / Rights / Preferential issue of shares /debentures / sweat equity.

(ii) Redemption / buy-back of securities.

(iii) Major decisions taken by the Members in pursuance to Section 180 of the Companies

Act, 2013.

(iv) Merger / amalgamation / reconstruction etc.

(v) Foreign technical collaborations.

Signature

Place : Chennai R MUTHU KRISHNAN

Date : 14.06.2019 FCS No 6775. C P No.:3033


LIST OF OBSERVATIONS

1. The company has been generally filing the necessary forms with Registrar of Companies as required

under the Companies Act, 2013 and rules made there under. However, I have noticed certain instances

of delayed filing of forms by the company beyond the time prescribed under the Companies Act, 2013

and rules made there under, by paying the necessary additional fee.

2. The company, during the year under review, has extended advances to the tune of Rs. 16.47 Lakhs to

certain entities wherein non compliance of Sec 185 of the Companies Act, 2013 has arisen, as the said

entities are those in which a Director of the Company is interested in terms of explanation to

Section 185 (1) of the Companies Act, 2013. The outstanding balance at the end of the year stands at

Rs.1210.49 Lakhs.

3. The company, being listed company, and a company covered under Section 149 to the Companies Act,

2013, the company did not have required number of independent directors during the period 23rd Aug

2018 till 28th Feb 2019 and hence non compliance of Sec 149 and Sec 177(Audit Committee Composition)

to the Companies Act, 2013 read along with Regulation 17(1) and Regulation 18 (Audit committee

composition) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has arisen

during the year under review

Consequently National Stock Exchange (NSE) and Bombay Stock Exchange has imposed a penalty of

Rs.9,67,600 each on the company which is not yet paid as on date of report. The National Stock

Exchange (NSE) as well as the Bombay Stock Exchange (BSE) have shifted the trading of the company’s

scrip to Z category effective from Feb 26,2019 vide their notices dated Feb 18, 2019

4. The company, being listed company, and a company covered under Section 178 to the Companies Act,

2013, the composition of the Nomination and Remuneration Committee of the Board of Directors was

not in compliance with Section 178(1) to the Companies Act, 2013 read along with Regulation 19(1) of

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the year under review

5. The company did not have a woman director as required under Section 149(1) of Companies Act,

2013 read with Regulation 17(1)(a) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 during the year under review till 28th Feb 2019 and hence non compliance with regard

to said section has arisen.

6. The company was not having any Company Secretary as required under Section 203 of the Companies

Act, 2013 after August 31, 2018 till the year end and hence non compliance of the said section along

with Regulation 6(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has

arisen Consequently , both National Stock Exchange and Bombay Stock Exchange(BSE) have imposed

a penalty of Rs.108650 each on the company

7. The company has published the audited financial statements for the year ended 31st March 2018 as

required under Regulation 33 (3) (d) of SEBI(LODR) Regulations, 2015 with a delay of 6 (six) days

Similarly, the company has published the unaudited financial statements for the quarter ended 30th

June 2018 as required under Regulation 33 (3) (d) of SEBI(LODR) Regulations, 2015 with a delay of 4

(four) days Similarly . company has published the unaudited financial statements for the quarter ended

30th September 2018 as required under Regulation 33 (3) (d) of SEBI(LODR) Regulations, 2015 with a

delay of 3 (three) days


Consequently, the Bombay Stock Exchange and National Stock Exchange has levied a penalty of

Rs.35,400 each for the first mentioned violation and Rs.23,600 each for the second mentioned violation

in this regard . As regards delay in publishing the results of qtr ended 30th September 2018 National

Stock Exchange has imposed a penalty of Rs.17,700 on the company while the Bombay Stock Exchange

has imposed a penalty of Rs.23,600 for the said delay.

8. The company has submitted its annual report to stock exchanges for the year ended 31st March 2018 as

required under Regulation 34 of ofSEBI(LODR) Regulations, 2015 with a delay of 3 (three) days and

consequently the National Stock Exchange have imposed a penalty of Rs.7080 and Bombay Stock

Exchange (BSE) has imposed a penalty of Rs.9440 on the company

9. The company has submitted the report under Regulation 13(3) relating to investor complaints for the

quarter ended Sept 30,2018 with a delay and consequently both National Stock Exchange and Bombay

Stock Exchange have imposed a penalty of Rs.5900 each on the company.

10. The company has not yet transferred certain sums, as mentioned below to Investor Education and

Protection Fund (IEPF) during the reporting period as required under Section 124 (5) of the Companies

Act 2013 and hence non compliance of said section has arisen

11. As at the year end, the company has not paid the listing fee payable to Bombay Stock Exchange and

National Stock exchange payable as per listing agreement for the financial year 2018-19.

S.NO. PARTICULARS OF TRANSFERS PERIOD OF DELAY

Final Dividend declared during

AGM held in 2011

YET TO BE TRANSFERRED

RS.818284 BEING UNPAID

DIVIDEND

1.


Annexure A’ to Secretarial Audit Report dated 14th June 2019

The Members


(CIN: L45201TN1992PLC021960)

NO. 20/43, KASTHURI RANGAN ROAD,

ALWARPET,

CHENNAI - 600018.

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. My

responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance

about the correctness of the contents of the Secretarial records. The verification was done on test basis

to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices

I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of

the company.

4. Where ever required, I have obtained the Management representation about the compliance of laws,

rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards

is the responsibility of management. My examination was limited to the verification of procedures on

test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the

efficacy or effectiveness with which the management has conducted the affairs of the company.

Signature

Place : Chennai R MUTHU KRISHNAN

Date : 14.06.2019 FCS No 6775. C P No.:3033


REPORT ON CORPORATE GOVERNANCE

COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

Your Company firmly believes in transparency in its dealings and lays emphasis on the integrity and

regulatory compliance’s. Your Company considers good corporate governance a prerequisite for meeting

the needs and aspirations of its shareholders and other stakeholders in the Company. With this end in view

this year’s annual report has made substantial disclosures on the Board, the Board Committees and also

on the financial and the stock performance.

The Company is in compliance with the requirements of the revised guidelines stipulated under Regulation

72 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations

2015with the Stock Exchanges.

BOARD OF DIRECTORS

As on 31st March 2019, the Board comprises of Four Directors. Out of the four Directors, one is Managing

Director belonging to the promoter group, one Whole-Time Director is professional management personnel

and two are Non-Executive Independent Directors, ensuring an ideal mix of Executive and Non-Executive

Directors. None of the Directors are related to each other. The composition of the Board of Directors

satisfies the requirements ofRegulation 17 of Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulations, 2015.The Board is in the process of identifying an Independent

Director to satisfy the requirements SEBI (LODR) Regulations, 2015 pertaining to having Three Independent

Directors as the Members of the Nomination and Remuneration Committee.

As per the declarations received by the Company, none of the Directors are disqualified under Section

164(2) of Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors)

Rules, 2014. Necessary disclosures have been made by the Directors stating that they do not hold

membership in more than 10 Committees and / or are acting as Chairman in more than 5 Committees in

terms ofRegulation 26 of Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations 2015with the Stock Exchanges.

The composition of the Board of Directors as on31st March 2019 is as follows and Member and

Chairperson Details:

Name Designation CategoryDate of

appointmentDirectorship Committee

Chairmanship

Committee

Membership

Mr. Chandan Kumar Managing Executive 06/01/1992 2 Nil 4

Director

Mr. DVB Prasad Whole Executive 28/02/2012 1 Nil Nil

Time Director

Mr.S. Sivasubramaniam Independent Non 30/06/2005 Nil 4 4

Director Executive

Ms.Shaily Ramesh Rathore Independent Non 28/02/2019 Nil Nil 4

Woman Director Executive


BOARD MEETINGS

Being the apex body constituted by the shareholders for overseeing the overall functioning of the Company,

the Board evaluates the proposals involving strategic decision making on a collective consensus basis.

The Board meetings are usually held at the Company’s registered office in Chennai.

The Company has convened at least one Board meeting in a quarter and the maximum time gap between

any two meetings is not more than 120 days.

Board Meetings held in Financial Year 2018-2019and attendance of Directors:

AGENDA FOR THE MEETINGS AND INFORMATION FURNISHED TO THE BOARD

The agenda for the meetings are planned and structured by the Company Secretary in consultation with

the Chairman & Managing Director. The notice and agenda along with explanatory notes and necessary

supporting documents is circulated to the Directors within the prescribed time. The Company provides a

separate window for meetings of the Independent Directors.

The Company also has a well-defined process in place for placing vital and sufficient information before

the Board. Any matter requiring discussion, decision or approval of the Board or Committee is communicated

to the Company Secretary well in advance, so that the same can be included in the agenda of the respective

meetings.

All items mentioned under Regulation 72 of Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulations 2015are covered to the fullest extent. Extensive information

and presentations are made to the Board on the following matters among others:

INFORMATION PLACED BEFORE THE BOARD

l Quarterly Unaudited and Annual Audited Financial Results of the Company

l Operational performance of the Company,

30-05-2018 Yes Yes Yes NO NA



03-10-2018 Yes Yes Yes NA NA




28-02-2019 Yes Yes Yes NA Yes


(AGM)

Date of Board

Meeting/ AGM

Mr.

Chandan

Kumar

Mr.

DVB

Prasad

Mr.

S.Sivasubra-

maniam

Mr.V. Parthasarathy

(Resigned Wef 23/

08/2018)

Ms. Shaily Ramesh

Rathore (Appointed

wef28/02/2019)


l Minutes of the meetings of the Board and various Board Committees

l Joint venture undertaken by the Company

l Presentations covering the Sales, Delivery, Finance, Compliance and Risk Management practices

l Key regulatory updates and their impact on the Company

l Such other information as may be required by law or otherwise to be placed before the Board.

FAMILIARISATION PROGRAM FOR THE BOARD OF DIRECTORS:

The Board members are provided with necessary documents, reports and company policies to enable

them to familiarize with the company’s procedures and practices and the policy is available on our the

website. The Company is also in compliance with the provisions of Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations 2015.The information’s are also made

available to the investors on the Company website, www.vijayshanthibuilders.com

INDEPENDENT DIRECTORS

Independent Directors are Non-Executive Directors who apart from receiving sitting fees for the Board and

Committee Meetings, do not have any material pecuniary relationship or transactions with the Company,

its promoters, its management and associate companies except to the extent permitted under the applicable

laws, which in the opinion of the Board may affect their independence of judgment.

The Company has a good mix of Independent Directors who with their repertoire of knowledge, expertise

and varied experience contribute to the development of strategies and also evaluate the performance of

the management. The Independent Directors fulfil the criteria laid down under the Companies Act, 2013

and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements)Regulations2015and a Statement of Independence has been obtained from each of the

Independent Directors of the Company.

Section 149 of the Companies Act, 2013 provides that at least one-third of the total number of Directors

of a listed public Company should be independent directors. The Company is in compliance with the

same.

SHAREHOLDING OF DIRECTORS

The shareholding of the Directors of the Company as on 01st April 2018 is as follows:

1. Chandan Kumar Jain Managing Director 38,91,706 14.86

2. DVB Prasad Whole Time Director 3,300 0.0126

3. S.Sivasubramaniam Non-Executive Independent NIL NIL

Director

4. V. Parthasarathy Non-Executive NIL NIL

(Resigned wef23.08.2018) Independent Director

5. Shaily Ramesh Rathore Non-Executive Independent NIL NIL

(Appointed wef 28.02.2019) Woman Director

Sl.

No.Name of the Directors Category

No. of

Shares

‘% of total

shares of the

Company


COMMITTEES OF THE BOARD OF DIRECTORS

In compliance with the requirements of the Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulations 2015and the Companies Act, 2013 and to have a focused

attention on specific matters, the Board of Directors has constituted various committees. These Committees

are entrusted with such powers and functions as are detailed in their terms of reference.

The Board of Directors of the Company has constituted the following Committees:

l Audit Committee;

l Nomination & Remuneration Committee; and

l Share Transfer & Shareholders / Investor’s Grievance Committee.

AUDIT COMMITTEE

The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the

accounting, auditing and reporting practices of the Company and its compliance with legal and regulatory

requirements. It ensures the objectivity, credibility and correctness of the Company’s financial reporting

and disclosure processes, internal controls, risk management policies and processes, tax policies,

compliance and legal requirements and associated matters.

The terms of reference of the Committee are in consonance with the requirements mandated under Section

177 of the Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations 2015.

The terms of reference of the Audit Committee are as under:

l Management discussion and analysis of financial condition and results of operations

l Oversight of the Company’s financial reporting process and the disclosure of its financial information

to ensure that the financial statement is correct, sufficient and credible;

l Recommendation for appointment, re-appointment and, if required, the replacement or removal

of the statutory auditor and the fixation of audit fees.

l Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

l Reviewing, with the management, the annual financial statements and auditor’s report thereon

before submission to the board for approval, with particular reference to:

1. Matters required to be included in the Director’s Responsibility Statement to be included in

the Board’s Report in terms of clause (c) of sub-section 3 of Section 134 of the Companies

Act, 2013;

2. Changes, if any, in accounting policies and practices and reasons for the same;

3. Major accounting entries involving estimates based on the exercise of judgment by

management;

4. Significant adjustments made in the financial statements arising out of audit findings;

5. Compliance with listing and other legal requirements relating to financial statements;

6. Disclosure of any related party transactions; and

7. Qualifications in the draft audit report.


l Reviewing, with the management, the quarterly financial statements before submission to the

board for approval;

l Reviewing, with the management, the statement of uses / application of funds raised through an

issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes

other than those stated in the offer document / prospectus / notice and the report submitted by the

monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making

appropriate recommendations to the Board to take up steps in this matter;

l Review and monitor the auditor’s independence and performance, and effectiveness of audit

process;

l Approval or any subsequent modification of transactions of the Company with related parties;

l Scrutiny of inter-corporate loans and investments;

l Valuation of undertakings or assets of the Company, wherever it is necessary;

l Evaluation of internal financial controls and risk management systems;

l Reviewing, with the management, performance of statutory and internal auditors, adequacy of the

internal control systems;

l Reviewing the adequacy of internal audit function, if any, including the structure of the internal

audit department, staffing and seniority of the official heading the department, reporting structure

coverage and frequency of internal audit;

l Discussion with internal auditors of any significant findings and follow up there on;

l Reviewing the findings of any internal investigations by the internal auditors into matters where

there is suspected fraud or irregularity or a failure of internal control systems of a material nature

and reporting the matter to the board;

l Discussion with statutory auditors before the audit commences, about the nature and scope of

audit as well as post-audit discussion to ascertain any area of concern;

l To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,

shareholders (in case of non-payment of declared dividends) and creditors;

l To review the functioning of the Whistle Blower mechanism;

l Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading

the finance function or discharging that function) after assessing the qualifications, experience

and background, etc. of the candidate.

MEETINGS OF THE AUDIT COMMITTEE

Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations 2015specifies that the Audit Committee should have at least 3 members of which at least two-

third should be independent.

Section 177 of Companies Act, 2013 specifies that the Audit Committee should comprise at least three

directors with Independent Directors forming the majority. The Company is in compliance with above said

regulation of SEBI (LODR), 2015 and Section 177 of the Companies Act, 2013.

The quorum of the Committee is two Independent Members present or one third of the total members of

the Committee, whichever is higher.


The Audit Committee has met five times during the financial year 2018-2019 and not more than 120 days

has been elapsed between two such meetings. The meetings held during the financial year 2018-2019 are:

Date of the meetingTotal Strength of the

Committee

No of members

present

30-05-2018 3 2

02-06-2018 3 2

14-08-2018 3 2

14-11-2018 3 3

14-02-2019 3 3

In accordance with regulation of SEBI (LODR), 2015, Chairman of the Audit Committee is an Independent

Director. The Company Secretary and Compliance Officer of the Company, acted as the secretary to the

Committee.

The composition and attendance of the members of the Audit Committee are as follows:

Name

Mr. Chandan Kumar Managing Yes Yes Yes Yes Yes

Jain Director &

Member

Mr.S.Sivasubramaniam Non-Executive Yes Yes Yes Yes Yes

Independent

& Chairman

Mr. V Parthasarathy Non-Executive NO NO NO NA NA

Executive

Independent

& Member

Mr DVB Prasad Whole Time NA NA NA Yes Yes

(Appointed on Director &

03.10.2018Resigned Member

wef 28.02.2019)

Ms. Shaily Ramesh Non-Executive NA NA NA NA NA

\Rathore (Appointed on Independent

28.02.2019) Women

Director &

Member

Designation &

Category30/05/18 02/06/18 14/08/18 14/11/18 14/02/19


Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Board of Directors recommends the nomination of

Directors, carries out evaluation of performance of individual Directors, recommends remuneration policy

for Directors, Key Managerial Personnel. It oversees the implementation of the nomination, remuneration

policies of the Company, reviews the effectiveness of such policies from time to time and recommends

revisions as and when deemed necessary or expedient.

The terms of reference of the Nomination and Remuneration Committee are as under:

l Identify persons who are qualified to become directors and who may be appointed in senior management

in accordance with the criteria laid down, recommend to the Board their appointment and removal and

shall carry out evaluation of every director’s performance;

l Formulate the criteria for determining qualifications, positive attributes and independence of a director

and recommend to the Board a policy, relating to the remuneration for the directors, key managerial

personnel and other employees;

l Formulation of criteria for evaluation of Independent Directors and the Board;

l Devising a policy on Board diversity;

l Ensuring that the Board comprises of a balanced combination of Executive Directors and Non-Executive

Directors;

l All information about the Directors / Managing Directors / Whole time Directors/Key Managerial

Personnel i.e., background details, past remuneration, recognition or awards, job profile shall be

considered and disclosed to shareholders, where required;

l The Committee shall take into consideration and ensure the compliance of provisions under Schedule

V of the Companies Act, 2013 for appointing and fixing remuneration of Managing Directors / Whole

time Directors;

l While approving the remuneration, the Committee shall take into account financial position of the

Company, trend in the industry, qualification, experience and past performance of the appointee;

l The Committee shall be in a position to bring about objectivity in determining the remuneration package

while striking the balance between the interest of the Company and the shareholders.

The composition and attendance of the members of the Nomination, Remuneration and Governance

Committee are as follows:

Date of the

meeting

Mr. S.

Sivasubramaniam

Mr.Venugopal

Parthasarathy

(Resigned wef

23.08.2018)

Mr D V B Prasad

(Appointed

on 03.10.2018

and Resigned

wef 8.02.2019)

Ms.Shaily

Ramesh

Rathore

(Appointed

wef 28.02.2019)

Mr.Chandan

Kumar Jain

(Appointed

on

03.10.2018)

14/02/2019 Yes NA NA NA Yes

28/02/2019 Yes NA Yes NA Yes


The quorum for the meeting shall be two members present at the meeting. The Chairman of the Committee

is Mr. Sivasubramaniam. The Company Secretary acts as the Secretary to the Committee. During the

financial year 2018-19, Mr.VenugopalParthasarathy Member of the Committee, resigned from the Board

and also as the member of the Committee with effect from 23rd August 2019. Mr.Chandan Kumar Jain and

Mr DVB Prasad were inducted as the Members of the Committee on 3rd October 2019 and Ms.Shaily

Ramesh Rathore who was inducted as the Independent Non Executive Woman Director on 28th February

2019 also became the Member of the Committee on the said date in place of Mr DVB Prasad.

The Chairman of the Committee is an Independent Director in accordance with Regulation 25 of Securities

and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. The

Company Secretary and Compliance Officer of the Company, acted as the secretary to the Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

In compliance of Section 135 of the Companies Act, 2013 and rules made thereunder, a Corporate Social

Responsibility (“CSR”) Committee was constituted by the Board of Directors of the Company. The Company

continues to believe in operating and growing its business in a socially responsible way. This belief forms

the core of the CSR policy of the Company that drives it to focus on holistic development of its host

community and immediate social and environmental surroundings qualitatively. The details of the same

form part of Directors report.

FAMILIARIZATION PROGRAMMES

The familiarization programmes for Independent Directors may be bifurcated into:

I. INITIAL OR PRELIMINARY

At the time of their appointment, the Independent Directors are apprised of their role, duties and

responsibilities in the Company. A detailed letter of appointment is also issued which set-outs the expectations

of the Company, the rights, powers and liabilities of the Independent Director and the policies of the

Company to be adhered by them.

The Company arranges visits to various project sites in order to enable the Independent Directors to

familiarize themselves with the functioning and business model of the Company.

II. Continual or Ongoing

Periodic presentations are made to the Independent Directors on the financial and operational performance

of the Company, strategy and business plan, significant process improvements and material business

developments among others.

The Independent Directors are also regularly updated and informed about material regulatory and statutory

developments affecting the Company. The details of familiarization programmes for the Independent

Directors are also disclosed on the website of the Company atwww.vijayshanthibuilders.com

Non-Compliance/Strictures/Penalties

The Company has complied with the requirements of the stock exchanges / SEBI / any other statutory

authority on all matters related to capital markets. However, there were some instances of non-compliance

by the Company during the period


Sr. Symbol Quarter Regulation Due date of Compliance Fine amount Fine amount

No Compliance date payable payable

(NSE)(Rs.) (BSE)(Rs.)

1 VIJSHAN 30-Jun-2018 Reg. 33 14-Aug-2018 19-Aug-2018 20000 20000

2 VIJSHAN 30-Sep-2018 Reg. 33 14-Nov-2018 17-Nov-2018 15000 20000

3 VIJSHAN 30-Sep-2018 Reg. 17 15-Oct-2018 - 460000 460000

4 VIJSHAN 30-Sep-2018 Reg. 13(3) 22-Oct-2018 27-Oct-2018 5000 5000

5 VIJSHAN 31-Dec-2018 Reg. 17 15-Jan-2019 - 460000 460000

6 VIJSHAN 31-Dec-2018 Reg. 18 15-Jan-2019 - 180000 180000

7 VIJSHAN 31-Mar-2018 Reg. 33 30-May-2018 05-Jun-2018 30000 30000

8 VIJSHAN 31-Mar-2018 Reg. 34 31-Oct-2018 03-Nov-2018 6000 8000

9 VIJSHAN 31-Dec-2018 Reg. 19(1) - 180000 180000

/19(2)

10 VIJSHAN 31-Dec-2018 Regulation - 92000 92000

6(1)

REMUNERATION OF THE DIRECTORS

Particulars of remuneration paid to executive directors for the year

Non-executive directors:

Sitting fees:

The Non-executive Independent Directors have waived off the sittings fees with respect to the Board

Meetings and the Committee meetings.

The service contract/ notice period etc., for all the Directors are as per the terms of appointment made by

the Company.There was neither payment of commission to Directors nor any stock option scheme offered

to them during the year. Further, there were no other pecuniary relationships or transactions of the Non-

Executive Directors vis-à-vis the Company. The Company has not provided for any performance linked

incentive or Stock Option or Convertible Instruments to the Directors of the Company.

The remuneration of Executive is based on the qualification of appointee(s), their experience, their past

performance, track record, their potentials, responsibility shouldered, external competitive environment

and performance of the Company. The Board / Committee regularly keeps track of the market trends in

terms of compensation levels and practices in relevant industries through participation in structured surveys.

Name of the Director Salary Commission Perquisites Contribution to Total

PF

Mr. Chandan Kumar 48,00,000 NIL NIL NIL 48,00,000

Mr. DVB Prasad 15,00,000 NIL NIL NIL 15,00,000


The Nomination and Remuneration Policy is available on the website of the Company at

www.vijayshanthibuilders.com .

Share Transfer & Shareholder / Investors Grievance Committee

The Stakeholders Relationship Committee (earlier known as Shareholders’/Investors’ Grievance Committee)

has been constituted to look into the redressal of Shareholders’ and other investors’ complaints and related

issues.

During the financial year 2018-19, Mr DVB Prasad resigned as the member wef 28th February 2019.

MsSahily Ramesh Rathore became the member of the Board on 28th February 2019..Mr. Sivasubramaniam

is the Chairperson of the Committee and the, Company Secretary of the Company was appointed as

‘Compliance Officer’ and entrusted the task of monitoring the share transfer process and liaise with the

regulatory authorities.

The scope of the “Stakeholders’ Relationship Committee” is to monitor investors’ grievances /complaints

along with the share transfers. The Committee approve the share transfers at its meetings. The Stakeholders’

Relationship Committee also took the note of the findings of audit carried out by practicing company

Secretary and implemented the suggestions. The quorum of the meeting shall be two members present at

the meeting.

During the financial year 2018-19, the Company received has received no complaints.

Meetings of the Share Transfer & Shareholder / Investors Grievance Committee

The composition and attendance of the members of the Share Transfer & Shareholder / Investors Grievance

Committee are as follows:

Date of the Mr.Sivasubramaniam Mr. Chandan Kumar Mr. DVB Ms.Shaily

Prasad Ramesh

Rathore

13-04-2018 Yes Yes Yes NA













30-03-2019 Yes Yes NA Yes


GENERAL BODY MEETINGS:

Annual General Meeting

The details of Annual General Meeting Convened during the last three years are as follows:

Financial Year Date & Time Venue Special Resolution

2015-2016 30th September Padmavathy Hall, Re-appointment of

2016 @ No.93 Arcot Road, Mr. Chandan Kumar,

10.15 A.M. Virugambakkam, (DIN: 00262521) as

Chennai – 600 092 the Managing Director

of the Company for aperiod

of three years effective from

1st January 2016.

2016 – 2017 27th September Padmavathy Hall, Re-appointment of

2017 @ No.93 Arcot Road, Mr.Sivasubramaniam

10.30 A.M. Virugambakkam, (DIN:00763122) as

Chennai – 600 092 The Independent

Director of the Company

for a second term upto

28th September 2022.

2017 – 2018 28th September Padmavathy Hall, Reappointment of

2018 @ No.93 Arcot Road, Mr DVB Prasad

10.15 A.M Virugambakkam, (DIN: 02001256)

Chennai – 600 092 as the Whole Time

Director of the Company

for a period ofthree years

effective from 1st March 2018

Extra Ordinary General Meeting

There were no Extra Ordinary General Meeting Convened during the financial year 2015-2016 and 2017 -

2018 and 2018 - 2019

Financial Year Date & Time Venue Special Resolution

2016-2017 17th June 2016 No. 20/43, Appointment of

@ 12.30 PM Kasthuri Rangan Road, Statutory Auditors

Alwarpet, to fill casual vacancy

Chennai – 600018

During the year under review, the Company has not passedany Resolution through Postal Ballot.

Means of Communication

Website All vital information relating to the Company and its

performance including financial results are regularly posted

on the website www.vijayshanthibuilders.com


The ‘Investors’ section provides comprehensive and up-to-

date information to the shareholders on matters such as

shareholding pattern, quarterly financial results, outcome

general meetings etc.

Financial Results The quarterly, half-yearly and annual results are published in

Business Standard / Trinity Mirror and MakkalKural in the

regional language newspaper where the registered office of

the Company is situated.

NEAPS Stock exchange intimations are submitted to NSE through

NSE Electronic Application Processing System (NEAPS).

BSE Listing Centre Stock exchange intimations are submitted to BSE through

BSE Listing Centre.

Annual Report The Directors’ Report, Management Discussion and Analysis

Report, and the Corporate Governance Report form part of

the Company’sAnnual Report and is available on the website

of the Company.

DIVIDEND HISTORY

Year Rate

2007 – 2008 1.10 per equity share






2014 – 2015 NIL

2015- 2016 NIL

2016- 2017 NIL

2017 – 2018 NIL

2018 – 2019 NIL

GENERAL INFORMATION

CIN L45201TN1992PLC021960

Corporate and Registered office Old Door No.8, New Door No.21, First Avenue,

Address Indira Nagar, Adyar, Chennai – 600020

Date and Venue of Annual 30th September 2019 and PadmavathyRadhaHall,

General Meeting No.93 Arcot Road, Virugambakkam,

Chennai – 600 092


CIN L45201TN1992PLC021960

Financial Year The financial year of the Company starts from 1st April

of every year and ends on 31st March of the

succeeding year.

Book Closure The date of book Closure is : 24thSeptember 2019 till

29th September 2019, both days inclusive for the

purpose of the AGM.

Securities and Exchange Securities and Exchange Board of IndiaSEBI Bhavan,

Board of India Plot No.C4-A, ‘G’ Block, BandraKurla Complex,

Bandra(East), Mumbai - 400 051. Tel: 1800 266 7575

Website: www.sebi.gov.in | www.scores.gov.in

Stock Exchange listing National Stock Exchange of India Limited

Exchange Plaza, Plot No. C/1, G Block

BandraKurla Complex, Bandra

(East), Mumbai – 400 051

Tel: +91 22 2659 8100 - 8114

Website: www.nseindia.com

The Bombay Stock Exchange Limited

Floor 25, P.J Towers,

Dalal Street, Mumbai – 400 001

Tel: +91 22 2272 1233/4

Website: www.bseindia.com

National Securities Depository Limited National Securities Depository Limited4th Floor, “A”

Wing, Trade World, Kamala Mills Compound,

SenapatiBapatMarg, Lower Parel,

Mumbai – 400 013Tel: +91 22 2499 4200

Website: www.nsdl.co.in

Central Depository Services Central Depository Services (India) Limited17th floor,

(India) Limited P J Towers,Dalal Street, Fort, Mumbai – 400 001

Tel: +91 2272 8658 | +91 2272 8645Website:

www.cdslindia.com

R&T Agents Cameo Corporate Services Ltd.’Subramanian

Building’No.1 Club House Road,

Chennai 600 002.Tel : 044 28460390

Fax :044 28460129


E-voting Pursuant to the provisions of Section 108 of the

Companies Act, 2013read with the Companies

(Management and Administration) Rules, 2014,the

Company has availed the services of Central

Depository Services (India) Limited (CDSL) for

providing the necessary e-voting platform to the

members of the Company for the ensuing Annual

General Meeting.

For detailed information on the e-voting procedure,

membersmayplease refer the Notes to the Notice of

Annual General Meeting.


Dividend : No Dividend is recommended by the Board of Directors ofthe Company for the financial year

2018-19.

Custodial Fees The Company has not paid custodial fees for the year 2018-19 to NSDL

and CDSL on the basis of the number of beneficial accounts maintained

by them.The company is taking steps to clear the same at the earliest.

Listing on Stock The equity shares of the Company are listed on the National Stock

Exchanges Exchange of India Limited (NSE) and Bombay Stock Exchange Limited

(BSE) since January, 1992.The Company has not paid the requisite

Listing Fees to both the stock exchanges for the year 2018-19. The

company is taking steps to clear the same at the earliest

Reconciliation of Share In terms of Regulation 55A of the SEBI (Depositories and

Capital Audit Participants)Regulations, 1996, reconciliation of Share Capital Audit is

conducted every quarter by a Practicing Company Secretary to reconcile

the total admitted capital with National Securities Depository Limited

(NSDL) and Central Depository Services (India) Limited (CDSL) and

the total issued and listed capital and the report is forwarded to the

Stock Exchanges where the shares of the Company are listed.

Company / Stock International National Stock The Bombay

Code Securities Exchange of Stock Exchange

Identification India Limited Limited

Number (ISIN)

Vijay Shanthi Builders Limited INE806F01011 VIJSHAN 523724

SHARE HOLDING PATTERN

Distribution of Shareholding as on 31st March 2019

Share or Debenture Share / Debenture Share Debenture

holding holders amount

Range of Equity No. of % No. of %

Shares held Share Holders Shares

1 -100 9817 53.0993 783942 2.9934

101-500 5853 31.6583 1662506 6.3481

501 – 1000 1247 6.7449 1059847 4.0469

1001 – 2000 666 3.6023 1049152 4.0061

2001 – 3000 266 1.4387 694654 2.6521

3001 – 4000 126 0.6815 458124 1.7493

4001 – 5000 138 0.7464 655084 2.5014

5001 – 10000 189 1.0222 1408673 5.3788


The shareholding pattern of the Company and details of Top 10 Shareholders as on March 31, 2019 are

detailed in the Annexure to the Director’s Report.

Shares held in physical and dematerialized form

As on March 31, 2019, 94.44% of the Company’s shares were held in dematerialized form and the rest

inphysical form. The following is the break-up of the equity shares held in the electronic form and in the

physicalform.

Description No. of % of No. of % of Equity

Shareholders No. of holders Shares

Physical 7717 41.7406 1419117 5.4188

NSDL 6230 33.6975 17016519 64.9766

UNCLAIMED DIVIDEND

In terms of Section 124 of the Companies Act, 2013, dividends that are not claimed within seven years

from the date of transfer to the Company’s Unpaid Dividend Account shall be transferred by the Company

to the Investor Education and Protection Fund established by the Central Government. Shares on which

dividend remains unclaimed for seven consecutive years will be transferred to the IEPF as per Section

124 of the Companies Act, 2013, and the applicable Rules.

Details of dividend declared by the Company for the financial year 2009-2010 and onwards are given

below:

Financial year Date of Date of Due date for

declaration transfer to transfer to

of dividend unpaid Invest or

divided account Education and

Protection Fund

2011-12 28.09.2012 27.10.2012 27.10.2019

2012-13 30.09.2013 29.10.2013 29.10.2020

Members can claim the unpaid dividend from the Company before transfer to the Investor Education and

Protection Fund. Members who have so far not encashed the dividend warrant(s) are requested to make

their claim to the Secretarial Department at the Registered and Corporate Office of the Company or send

an email to [email protected]

OTHER DISCLOSURES:

Materially Significant Related Party Transactions

In terms of Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations 2015, the Board of Directors has formulated a Policy on Related Party

Transactions which can accessed from the website of the Company atwww.vijayshanthibuilders.com

During the year 2018-19, there were no materially significant related party transactions with its promoters,

directors or the management that might have potential conflict with the interest of the company at large.


Code of Conduct for Prevention of Insider Trading

The Company had earlier adopted a Code of Conduct for Prevention of Insider Trading in terms of the

SEBI(Prohibition of Insider Trading) Regulations, 1992. In view of the enactment of SEBI (Prohibition of

Insider Trading) Regulations 2015, the Board of Directors of the Company has adopted a new Code of

Conduct for Prevention of Insider Trading at its meeting held on May 15, 2015. This code is applicable to

all Promoters, Directors, Key Managerial Personnel and Designated Persons.

The Code is available on the website of the Company at www.vijayshanthibuilders.com.

Whistle Blower Policy

The Company has in place a Whistle Blower Policy to promote ethical behavior in all its business activities

and a mechanism for employees to report any illegal, unethical behavior, suspected fraud or violation of

laws, rules and regulation or conduct to the Chief Vigilance Officer and the Audit Committee of the Board

of Directors.

The mechanism also provides for adequate protection to the whistle blower against victimization or

discriminatory practices.

All such reports are taken up for consideration at appropriate intervals depending upon the gravity of the

matter reported so that adequate measures can be initiated in the right earnest, at the appropriate levels.

The Company further confirms that no personnel have been denied access to the Audit Committee.

Disclosure of commodity price risk or foreign exchange risk and commodity hedging activities

The Company is not exposed to foreign exchange risks emanating from our business, assets and liabilities

denominated in foreign currency and hence there is no requirement for engaging in hedging instruments to

minimise in foreign exchange risk . The Company does not have any significant exposure on commodities

directly

Compliance with Non Mandatory Requirements

As per clause 27(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is

the discretion of the company to implement non-mandatory requirements subject to the disclosure of the

same, along with the compliance of mandatory requirements, in the annual report of the company. The

status of compliance of non-mandatory requirements is as follows:

THE BOARD: The Board of directors elect one of the Directors, as its Chairman for every Board meeting.

SHAREHOLDER RIGHTS: Shareholders of the company are provided with an Investor Update on quarterly

basis, containing operational and financial highlights of the company, instead of sending to house of every

shareholder this quarterly updates includes a half yearly financial performance including significant events

in the last six months. These Investor Updates are also updated in the Investor Relations section on the

website of the company at www.vijayshanthibuilders.com.and are also sent to the Bombay Stock Exchange

and National Stock Exchange immediately after the announcement of quarterly financial results.

AUDIT QUALIFICATIONS:The audited financial statements of the company for the financial year

2018-19 contains the qualifications as stated in Audit Report and the Management reply towards the

same has been provided for in the Directors Report.

SEPARATE POSTS OF CHAIRMAN AND CEO: There is no designated Chairman of the company. However,

Mr. Chandan Kumar Jain is the Managing Director of the company. Also, there is no designated CEO of the

company.


REPORTING OF INTERNAL AUDITOR: Internal auditors are appointed by the management of the

company. They share their audit report with the Board of Directors, functional heads, respective branch

heads and other connected persons.

Corporate Governance Compliance Certificate

As required by Schedule V of the SEBI (LODR) Regulations 2015, the Auditors Certificate on corporate

governance is annexed to the Board’s Report.

Secretarial Audit Report

The Secretarial Audit Report for the year ended 31stMarch 2019 issued by Mr. R Muthukrishnan, Practicing

Company Secretary, Chennai in accordance with the provisions of Section 204 of the Companies Act,

2013 forms part of the Annual Report.

CEO / CFO Certificate

Certificate issued by the Managing Director and the Chief Financial Officer as per Regulation 17(8) of

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations

2015 forms part of the Annual Report.

Disclosures with respect to demat suspense account/ unclaimed suspense account

In terms of Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations 2015, the Board of Directors has formulated a Policy on Related Party

Transactions which can accessed from the website of the Company at www.vijayshanthibuilders.com.

Company did not have any Equity Shares lying in Demat Suspense Account / unclaimed suspense

account both at the beginning and end of the year.






REGULATION 26 OF SECURITIES AND EXCHANGE BOARD OF INDIA

(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)

REGULATIONS, 2015

Shareholders of the Company

Vijay Shanthi Builders Limited

Chennai

Dear Shareholders,

On the basis of the written representation received from the members of the Board and Senior Management

Personnel as on 31st March 2019 in terms of Regulation 26 of SEBI (LODR) Regulations, 2015, we hereby

confirm that both the members of the Board and the Senior Management Personnel have affirmed

compliance with the respective provisions of the Code of Business Conducts and Ethics of the Company

as laid down by the Board of Directors.





CERTIFICATE OF MD AND CFO

The Board of Directors,


Chennai

Dear Members of the Board,

We, Chandan Kumar Jain, Managing Director and SaralaViswanathan, Chief Financial Officer of the Company to

the best of our knowledge and belief, certify that:

1. We have reviewed the Stand Alone Balance Sheet, Statement of Profit & Loss Account and Cash Flow

Statement and also of the Company and all the notes on accounts and the Board’s Report.

2. These statements do not contain any materially untrue statement or omit to state a material fact necessary

to make the statements made, in light of the circumstances under which such statements were made,

not misleading with respect to the period covered by this report.

3. The financial statements and other financial information included in this report, present in all material

respects a true and fair of the Company’s affairs, the financial condition, results of operations and cash

flows of the Company as at, and for the periods presented in this report and are in compliance with the

existing accounting standards and / or applicable laws and regulations.

4. There are no transaction entered by the Company during the year that are fraudulent, illegal or violate

the Company’s Code of Conduct and Ethics.

5. We are responsible for establishing and maintaining disclosure controls and procedures and internal

controls over financial reporting for the Company and we have:

a. Designed such disclosure controls and procedures or caused such disclosure controls and

procedures to be designed under our supervision to ensure that material information relating to

the Company, including its consolidated subsidiaries, is made known to us by others within those

entities, particularly during the period in which this report is being prepared.

b. Designed such internal control over financial reporting, or caused such internal control over

financial reporting to be designed under our supervisions, to provide reasonable assurance

regarding the reliability of financial reporting.

c. Evaluated the effectiveness of the Company’s disclosure, controls and procedures.

d. Disclosed in this report, changes, if any, in the Company’s internal control over financial reporting

that occurred during the Company’s

most recent fiscal year that has materially affected or is reasonably likely to materially affect, the

Company’s internal control over financial reporting.

6. We have disclosed based on our most recent evaluation of the Company’s internal control over financial

reporting, wherever applicable to the Company’s auditors and the audit committee of the Company’s

Board.

a. We confirm that there have been no material weaknesses in internal controls over financial

reporting.

b. Any significant changes in internal controls during the year covered by this report.

c. All significant changes in accounting policies during the year, if any and the same have been

disclosed in the notes to the financial statements.

d. There have been no instances of any significant fraud of which we are aware, that involved the

Management or other employees who have a significant role in the Company’s internal control

system.

7. We further declare that all Board members and senior management personnel have affirmed compliance

with Code of Conduct and Ethics for the year ended 31st March 2019.





AUDITORS CERTIFICATE ON THE COMPLIANCE OF THE PROVISIONS OF THE CODE

OF CORPORATE GOVERNANCE IN THE LISTING AGREEMENT

To,

The Members of


We have examined the compliance of conditions of Corporate Governance by Vijay Shanthi Builders

Limited (the Company) for the year ended 31st March 2019 as stipulated in the provisions of Securities and

exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 under the

Regulation 15(2).

The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our

examination was limited to procedure and implementation thereof, adopted by the Company by ensuring

the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of

opinion on the financial statement of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify

that the Company has complied with the conditions of Corporate Governance as stipulated in the above

mentioned Listing Regulations as applicable except for non-compliance of Regulation 17 – Composition of

the Board of Directors, Regulation 18 – Composition of Audit Committee, Regulation 19 – Composition of

Nomination and Remuneration Committee during a part of the financial year 2018 – 2019.

We state that no investor’s grievances are pending for the period exceeding 30 days against the Company

as the records maintained by the Registrar and Share Transfer Agents of the Company and presented to

the Share Holders/Investors Grievances Committee.

We further state such compliance is neither an assurance as to the future viability of the Company nor the

efficiency or effectiveness with which the Management has conducted the affairs of the Company

Place : Chennai M/s Sanjay Shah & Associates,

Date : 14.06.2019 Chartered Accountants, Chennai

(Firm Registration No: 003572S)

CA G Ramakrishnan

Partner

M. No. 209035


INDEPENDENT AUDITOR’S REPORT

To

The Members of


REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Opinion

We have audited the accompanying Standalone financial statements of Vijay Shanthi Builders Limited

(‘the Company’), which comprise the balance sheet as at 31 March 2019, the statement of profit and loss

(including other comprehensive income), the statement of changes in equity and the cash flow statement

for the year then ended, and a summary of significant accounting policies and other explanatory information

(herein after referred to as “standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid standalone financial statements give the information required by the Act in the manner so required

and give a true and fair view in conformity with the accounting principles generally accepted in India

including the Ind AS, of the financial position of the Company as at 31st March 2019,and its financial

performance including other comprehensive income, its cash flows and the changes in equity for the year

ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section

143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in

the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are

independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered

Accountants of India together with the ethical requirements that are relevant to our audit of the financial

statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have

fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

EMPHASIS OF MATTERS

We draw attention to:

I. The Company has adopted selective accounting policy by deviating from the measurement principles

laid down in Indian Accounting Standards (Ind AS) in respect of revenue recognition in the matter of its

projects- ‘Boulevard’ and ‘The Art’. In this regard, the contract is identified, transaction price is determined

& performance obligation has been satisfied. However, the Company follows the policy of recognising the

revenue upon handing over the possession of flat to the customers.

II. Refer No.18 (a) (ii) to the standalone Ind AS financial Statements: In absence of confirmation from the

concerned banks, we are unable to comment about the correctness of balances grouped under Bank

Accounts which amounts to Rs.3.04/- lakhs.

Our opinion is not modified in respect of the matters mentioned above.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our

audit of the financial statements of the current period. These matters were addressed in the context of our


audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a

separate opinion on these matters. We have determined that there are no key audit matters to communicate

in our report.

OTHER INFORMATION

The Company’s management and Board of directors are responsible for the other information. The

other information comprises the information included in the Company’s annual report, but does not

include the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express

any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information

and, in doing so, consider whether the other information is materially inconsistent with the financial statements

or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other

information, we are required to report that fact. We have nothing to report in this regard

RESPONSIBILITIES OF MANAGEMENT FOR THE FINANCIAL STATEMENTS

The Company’s management and Board of Directors are responsible for the matters stated in

section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these

financial statements that give a true and fair view of the state of affairs, changes in equityand cash

flows of the Company in accordance withthe accounting principles generally accepted in India,

including the Indian accounting Standards (Ind AS) specified under section 133 of the Act. This

responsibility also includes maintenance of adequate accounting records in accordance with the

provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting

frauds and other irregularities; selection and application of appropriate accounting policies; making

judgments and estimates that are reasonable and prudent; and design, implementation and

maintenance of adequate internal financial controls, that were operating effectively for ensuring

the accuracy and completeness of the accounting records, relevant to the preparation and

presentation of the financial statements that give a true and fair view and are free from material

misstatement, whether due to fraud orerror.

In preparing the financial statements, management and Board of directors are responsible for

assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters

related to going concern and using the going concern basis of accounting unless management

either intends to liquidate the Company or to cease operations, or has no realistic alternative but

to doso.

Board of Directors is also responsible for overseeing the Company’s financial reporting process

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are

free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes

our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit

conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements

can arise from fraud or error and are considered material if, individually or in the aggregate, they could

reasonably be expected to influence the economic decisions of users taken on the basis of these financial

statements.


As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional

scepticism throughout the audit. We also:

l Identify and assess the risks of material misstatement of the financial statements, whether due to

fraud or error, design and perform audit procedures responsive to those risks, and obtain audit

evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not

detecting a material misstatement resulting from fraud is higher than for one resulting from error,

as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override

of internal control.

l Obtain an understanding of internal control relevant to the audit in order to design audit procedures

that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we

are also responsible for expressing our opinion on whether the company has adequate internal

financial controls system in place and the operating effectiveness of such controls.

l Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management.

l Conclude on the appropriateness of management’s use of the going concern basis of accounting

and, based on the audit evidence obtained, whether a material uncertainty exists related to events

or conditions that may cast significant doubt on the Company’s ability to continue as a going

concern. If we conclude that a material uncertainty exists, we are required to draw attention in our

auditor’s report to the related disclosures in the financial statements or, if such disclosures are

inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up

to the date of our auditor’s report. However, future events or conditions may cause the Company

to cease to continue as a going concern.

l Evaluate the overall presentation, structure and content of the financial statements, including the

disclosures, and whether the financial statements represent the underlying transactions and events

in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope

and timing of the audit and significant audit findings, including any significant deficiencies in internal

control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant

ethical requirements regarding independence, and to communicate with them all relationships and other

matters that may reasonably be thought to bear on our independence, and where applicable, related

safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by Section 197(16) of the Act, we report that the Company has provided remuneration to

its directors during the year which in accordance with the provisions of and limits laid down under

Section 197 read with Schedule V to the Act.

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A,

a statement on the matters specified in the paragraph 3 and 4 of the order.

3. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of

our knowledge and belief were necessary for the purposes of our audit.


(b) In our opinion proper books of account as required by law have been kept by the Company

so far as it appears from our examination of those books;

(c) The balance sheet, the statement of profit and loss and the cash flow statement dealt with

by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting

Standards specified under Section 133 of the Act, read with Companies (Indian Accounting

Standards) Rules, 2015,as amended except Indian Accounting standard 19 - Employee

Benefits, where the company has not accounted for the provision for Gratuity on the basis

of Actuarial valuation certificate but the Company recognisedRs.25 lakhs towards Gratuity

in the statement of profit & loss as per the management decision.

(e) On the basis of the written representations received from the directors as on 31 March

2019 taken on record by the Board of Directors, none of the directors is disqualified as on

31 March 2019 from being appointed as a director in terms of Section 164(2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of

the Company and the operating effectiveness of such controls, refer to our separate report

in “Annexure B”; and

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014 and as amended in the

Companies (Audit and Auditors) Amendment Rules,2017 in our opinion and to the best of

our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position

in its standalone Ind AS financial statements – Refer Note 27.1 to the standalone

Ind AS financial statements.

ii. The Company did not have any long-term contracts including derivative contracts

for which there were any material foreseeable losses.

iii. The below mentioned amounts which were required to be transferred to the Investor

Education and Protection Fund have not been transferred by the Company.

Financial Year Date of Unclaimed Due Date for transfer Amount of

declaration of amount as on to Investor Education Transfer to

dividend March 31,2019 and protection Fund Investor

(Rs.in Lakhs) Education and

Protection Fund

(Rs.in Lakhs)

2010-11 28.09.2011 8.18 27.10.2018 NIL

For Sanjiv Shah & Associates

Chartered Accountants

Firm’s registration number : 003572S

CA.G. Ramakrishnan

Place : Chennai Partner

Date : 14 June 2019 Membership number : 209035


ANNEXURE - A TO THE INDEPENDENT AUDITORS’REPORT

The Annexure referred to in Independent Auditors’ Report to the members of the Company on the

standalone Ind AS financial statements for the year ended 31 March 2019, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative

details and situation of property, plant & equipment.

(b) As explained to us, all the property, plant & equipment have not been physically verified by the

management during the year but there is a regular programme of verification which, in our

opinion, is reasonable having regard to the size of the Company and the nature of its assets. No

material discrepancies were noticed on such verification

(c) According to their information and explanations given to us and on the basis of our examination

of the records of the Company, the title deeds of immovable properties included in property,

plant & equipment are not held in the name of the Company as mentioned below:

(ii) As explained to us, the inventory has been physically verified at reasonable intervals during

the year by the management. In our opinion, the frequency of verification is reasonable. The

procedures of physical verification of inventories followed by the management are reasonable

and adequate in relation to the size of the company and the nature of its business. No material

discrepancy noticed on verification between the physical stocks and the book records.

(iii) In respect of loans in the nature of project advances/trade credits granted by the Company to

two companies and one proprietorship firm, covered in the register maintained under section

189 of the Companies Act,2013, according to the information and explanations given to us:

(a) The loan granted is repayable on demand. The loan is given interest free which is not prima

facie prejudicial to the interest of the Company considering Company’s economic interest in

such entity.

(b) We are informed that the Company has demanded repayment of such loans during the year

and the same have been repaid as per the instruction. Hence there has been no default on the

part of the parties to whom the money has been lent.

(c) There is no overdue amount in respect of the loans granted to such Companies, firms or other

parties.

(iv) In our opinion and according to the information and explanations given to us, the Company has

complied with the provisions of section 185 and 186 of the Act, with respect to the loans and

investments made.

(v) The Company has not accepted any deposits from the public and hence the directives issued by the

Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the

Act and the Companies (Acceptance of deposits) Rules,2015 with regard to the deposits accepted

from the public are not applicable.

Sl. No Asset Category Gross Block Remarks

(Rs.in thousands)

1 Land 1800 Title deeds are not provided


(vi) We have broadly reviewed the books of accounts and records maintained by the company

pursuant to the rules prescribed under section 148(1) of the Act for maintenance of cost records

in respect of materials, labour and other items and are of the opinion that, prima facie, the

prescribed accounts and records have been made and maintained. However, we have not

made a detailed examination of records.

(vii)

(a) According to the information and explanations given to us and on the basis of our examination

of the records of the company, amounts deducted/ accrued in the books of account in respect

of undisputed statutory dues including Provident fund, Employees State Insurance, Income-

tax, Goods and Service tax, duty of customs, cess and other material statutory dues have not

been regularly deposited during the year by the Company with the appropriate authorities.

The undisputed amounts payable in respect of Income tax, TDS, Dividend Distribution Tax

Service tax and EPF that were in arrears, as 31st March, 2019 for a period of more than six

months from the date they became payable are given below:

Name of the Statute Nature of Dues Amount of Default Period of Default

(Rs.in Lakhs)

Income tax Act,1961 Income Tax 95.67# AY 2015-16

and interest



Income tax Act,1961 TDS 88.54 FY 2017-18

Income tax Act,1961 TDS 46.42 April 2018 –

September 2018

Income tax Act,1961 Dividend 33.99 FY 2012-13

Distribution Tax

Service tax Service Tax 58.71 Oct 2016- June 2017

Employees’ Provident Funds EPF 0.96 FY 2015-16

& Miscellaneous Provisions

Act,1952



Act,1952



Act,1952

Employees’ Provident Funds & EPF 5.54 April 2018 –

Miscellaneous Provisions September 2018

Act,1952

# The said amount includes interest U/s.234A, 234B & 234C.


(b) According to the information and explanations given to us, there are no dues of Sales Tax,

Income Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess that have not been

deposited with appropriate authorities on account of any dispute except the following:

Name of the Nature of Dues Amount Period to Forum where

Statue (Rs. in Lakhs) which the dispute is

amount relates pending

Service Tax Service tax and Rs.150.00 April 2009 to CESTAT,

Penalty June 2010 Chennai

Employees ESI contribution Rs.2.96 January 2012 Hon’ble

State Insurance to December Prinicpal

Act,1948 2012 Labour Court,

Chennai

Consumer Forums Consumer Claims Rs.35.50 Not Available Not Available

(viii) In our opinion and according to the information and explanations given to us, the details of

defaults in the repayment of borrowings to banks as at 31st March, 2019 are given below:

(ix) The company has not raised money by way of initial public offer or further public offer (including

debt instrument). However, the moneys were raised by way of term loans which were applied

for the purposes for which those were raised.

(x) Based upon the audit procedures performed and according to the information and explanations

given to us, no fraud by the company or any fraud on the company by its officers or employees

has been noticed or reported during the course of our audit, that causes the standalone Ind AS

financial statements to be materially misstated.

(xi) The Managerial remuneration has been provided in accordance with the requisite approvals

mandated by the provisions of section 197 read with Schedule V to the Companies Act.

(xii) The company is not a Nidhi Company hence this clause is not applicable. Accordingly, paragraph

3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the

records of the Company, all transactions with related parties are in compliance with sections

177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in

Particulars of Dues to Amount of default of repayment Period of Default

Banks (also refer Note. (Rs. In Lakhs)

\11.3 of the Standalone

Financial Statements)

Principal Interest (including

penal interest)

South Indian Bank 765.50 41.80 July 2018-March 2019

ICICI 3.68 0.17 Feb 2019 & March 2019


the standalone Ind AS financial statements etc. as required by the applicable accounting

standards.

(xiv) The company has not made any preferential allotment or private placement of shares or fully or

partly convertible debentures during the year under review.

(xv) According to the information and explanations given to us and based on our examination of the

records of the Company, the Company has not entered into non-cash transactions with directors

or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India

Act 1934.




CA G Ramakrishnan

Partner

M. No. 209035


ANNEXURE - B TO THE AUDITORS’ REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the

Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Vijay Shanthi Builders Limited

(“the Company”) as of 31 March 2019 in conjunction with our audit of the standalone financial statements

of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls

based on the internal control over financial reporting criteria established by the Company considering the

essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls

over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These

responsibilities include the design, implementation and maintenance of adequate internal financial controls

that were operating effectively for ensuring the orderly and efficient conduct of its business, including

adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and

errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable

financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial

reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of

Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing,

issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the

extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial

Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the

Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain

reasonable assurance about whether adequate internal financial controls over financial reporting was

established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal

financial controls system over financial reporting and their operating effectiveness. Our audit of internal

financial controls over financial reporting included obtaining an understanding of internal financial controls

over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the

design and operating effectiveness of internal control based on the assessed risk. The procedures selected

depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the

financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for

external purposes in accordance with generally accepted accounting principles. A company’s internal financial

control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial statements in accordance with generally

accepted accounting principles, and that receipts and expenditures of the company are being made only in


accordance with authorisations of management and directors of the company; and (3) provide reasonable

assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the

company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the

possibility of collusion or improper management override of controls, material misstatements due to error

or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls

over financial reporting to future periods are subject to the risk that the internal financial control over

financial reporting may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an internal financial controls system over financial

reporting and such internal financial controls over financial reporting needs to be improved upon as at 31

March 2019, based on the internal control over financial reporting criteria established by the Company

considering the essential components of internal control stated in the Guidance Note on Audit of Internal

Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.




CA G Ramakrishnan

Partner

M. No. 209035


STANDALONE BALANCE SHEET AS AT MARCH, 2019(All Amounts are in Lakhs of Indian Rupees, unless otherwise stated)

Particulars

As at

31st Mar 2019

(Audited)

As at

31st Mar 2018

(Audited)

Note No.

Assets

Non- Current Assets

(a) Property, plant and equipment 3 100.95 172.95

(b) Capital work-in-progress

(c) Intangible assets

(d) Investments in subsidiaries 4.1 - 0.05

(e) Financial Assets

Investments 4.2 23.68 32.57

Trade Receivables

Loans

Other Financial Assets

(f) Income Tax Assets (Net)

(g) Deferred Tax Assets (Net)

(h) Other non-current assets 5 798.60 797.60

Total Non- Current Assets 923.23 1,003.17

Current assets

(a) invetories 6 18,738.54 20,445.61

(b) Financial assets

Investments

Trade Receivables 7 1,374.92 1,445.91

Cash and Cash Equivalents 8 32.18 76.62

Other Bank Balances

Loans

Other Financial assets

(c) Other current assets 9 1,457.22 1,340.43

Total Current Assets 21,602.86 23,308.57

Total Assets 22,526.09 24,311.74

Equity and Liabilites

Equity

(a) Equity Share Capital 10 2,618.87 2,618.87

(b) Other Equity 11 9,018.61 10,093.03

Equity attributable to shareholders of the comapny 11,637.48 12,711.90

Non Controlling interest - -

Total Equity 11,637.48 12,711.90


Non Current Liability

(a) Financial Liabilities

Borrowings 12 4,155.52 3,147.51

Other Financial Liabilities

(b) Provisions 13 30.30 5.30

(b) Deferred Tax Liability (net) 14 36.45 32.40

(c) Other Non Current Liability 15 262.60 268.85

Total Non Current Liability 4,484.87 3,454.06

Current Liabilities

(a) Financial Liabilities

Borrowings 16 407.78 444.36

Trade payables 17 447.94 534.71

Other Financial Liabilities

(b) Provisions 18 310.86 334.70

(c) Other Current liabilites 19 5,237.17 6,832.01

Total Current Liability 6,403.75 8,145.78

Total Liabilites 10,888.61 11,599.84

Total Equity and Liabilites 22,526.09 24,311.74

Particulars

As at

31st Mar 2019

(Audited)

As at

31st Mar 2018

(Audited)

Note No.

See accompanying notes forming part of the financial statements

In terms of our report attached.



Firm’s Registration Number: 003572S

CA G Ramakrishnan

Partner

Membership Number: 209035

Place : Chennai

Date : 14th June 2019

STANDALONE BALANCE SHEET AS AT MARCH, 2019(All Amounts are in Lakhs of Indian Rupees, unless otherwise stated)


CHANDAN KUMAR Managing Director DIN: 00262521

DVB PRASAD Whole Time Director DIN: 02001256

S SIVA SUBRAMANIAM Director DIN: 00763122

SARALA K VISWANATHAN CFO


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH, 2019

(All Amounts are in Lakhs of Indian Rupees, unless otherwise stated)

Particulars

For the year

ended 31st

March, 2019

Rs.

Note No.

For the year

ended 31st

March, 2018

Rs.

1 Revenue from operations 20 2,655.36 8,526.13

2 Other income 21 43.19 45.35

3 Total revenue (1+2) 2,698.55 8,571.47

4 Expenses

(a) Cost of Construction 22 1,636.13 3,062.08

(b) Change in Inventory of Finished goods & Land 23 1,710.07 4,973.41

(c) Employee benefits expenses 24 229.22 255.89

(d) Finance Costs 25 17.11 21.09

(e) Depreciation and amortisation Costs 3 22.12 30.05

(f) Other Expenses 26 145.39 218.03

Total expenses 3,760.03 8,560.55

5 Profit / (Loss) before exceptional items and tax (3 - 4) (1,061.48) 10.93

6 Exceptional items -

7 Profit / (Loss) before tax (5 + 6) (1,061.48) 10.93

8 Tax expense:

(a) Current tax expense for current year - 2.73

(b) (Less): MAT credit (where applicable) - -

(c) Tax expense relating to prior years - -

(d) Net current tax expense - 2.73

(e) Deferred tax 4.05 5.87

4.05 8.60

9 Profit / (Loss) after tax (7 + 8) (1,065.53) 2.33

10 Other comprehensive income (OCI)

(a) Items not to be reclassified subsequently to profit or loss

-Gain/ (loss) on fair value of equity instruments (8.89) 24.68

- Income tax effect on above

Other comprehensive income for the year, net of tax (B) (8.89) 24.68

11 Total comprehensive income for the year, net of tax (A+B) (1,074.42) 27.01

12 Earnings per share (of Rs.10/- each):

(a) Basic

(i) Continuing operations 28.5.1 (4.10) 0.10

(ii) Total operations 28.5.2 (4.10) 0.10






CA G Ramakrishnan

Partner


Place : Chennai








STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH, 2019


PARTICULARS

A. Cash flow from operating activities

Net Profit before tax (1061.48) 10.93

Adjustments for:

Add:

Depreciation and amortisation 22.12 30.05

Provision for impairment of property,plant & equipment - -

Finance costs 17.11 21.09

Loss on sale of property,plant & equipment 39.77 -

Provision for Damages for Breach of Contract - -

79.00 51.14

Less:

Interest income - 4.50

Dividend income 0.57 0.57

Rental income from investment properties - 0.93

0.57 6.00

Operating profit before working capital changes (983.05) 56.07

Changes in working capital:

Adjustments for (increase)/decrease in operating assets:

Inventories 1707.08 1886.04

Trade receivables 70.99 (607.34)

Short-term loans and advances (116.74) 63.03

Long-term loans and advances (1.00) 220.00

Other non-current assets - -

1660.33 1561.73

Adjustments for increase / (decrease) in operating liabilities:

Trade payables (86.77) (128.42)

Other current liabilities (1594.84) 934.89

Other long-term liabilities (6.25) 107.43

Short-term provisions (23.84) 2.28

Long-term provisions 25.00 (97.60)

(1686.70) (26.37) 818.57 2380.30

Less : Changes in Working Capital due to Non - Cash Items

(1009.42) 2436.37

Cash flow from extraordinary items - -

Cash generated from operations (1009.42) 2436.37

Net income tax (paid) / refunds - 2.73

Net cash flow from / (used in) operating activities (A) (1009.42) 2433.64

For the year ended

31st March, 2019

For the year ended

31st March, 2018

Rs. Rs. Rs. Rs.


B. Cash flow from investing activities

Capital expenditure on PPE (5.08) (12.71)

Proceeds from sale of PPE 15.19 -

(Purchase)/disposal proceeds of Investments - -

Interest received

- Others - 4.50

Dividend received

- Others 0.57 0.57

Rental income from investment properties - 0.93

Loss from Discontinued Operations - -

10.68 (6.71)

Net cash flow from / (used in) investing activities (B) 10.68 (6.71)

C. Cash flow from financing activities

Proceeds / (Repayment) from long-term borrowings (Net) 1008.01 (2497.35)

Proceeds / (Repayment) from other short-term borrowings (Net) (36.58) (28.97)

Finance cost (17.11) (21.09)

Dividends paid 0.00 0.00

Tax on dividend 0.00 0.00

954.31 (2547.42)

Net cash flow from / (used in) financing activities (C) 954.31 (2547.42)

Net increase / (decrease) in Cash and cash equivalents (A+B+C) (44.43) (120.49)

Cash and cash equivalents at the beginning of the year 76.62 197.10

Cash and cash equivalents at the end of the year 32.18 76.62

PARTICULARS

For the year ended

31st March, 2019

For the year ended

31st March, 2018

Rs. Rs. Rs. Rs.

Notes:

(i) The above cash flow statement has been prepared under indirect method prescribed in Ind AS 7

“Cash Flow Statements”

(ii) Cash and cash equivalents at the end of the year

Comprises:

a) Cash on hand 15.64 2.89

(b) Balances with banks

(i) In current accounts 16.53 73.72

32.18 76.62

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH, 2019








CA G Ramakrishnan

Partner


Place : Chennai








NOTES FORMING PART OF THE FINANCIAL STATEMENTS

1 Coporate Information

The Company was incorporated on 06th January 1992 and having its registered office at

No.20/43, Kasturi Rangan Road, Alwarpet, Chennai - 600 018. The company is into the

business of construction industry and involves itself in the construction of residential

apartments and individual villas.

2 Significant Accounting Policies

2.1 Basis of accounting and preparation of financial statements

The financial statements of the Company have been prepared in accordance with the Generally

Accepted Accounting Principles in India (Indian GAAP) to comply with the Indian Accounting

Standards prescribed under Section 133 of Companies Act, 2013 read with Rules of Companies

(Accounts) Rules, 2015 and guidelines issued by the Securities and Exchange Board of India

(SEBI). The financial statements have been prepared on accrual basis under the historical cost

convention. All assets and liabilites have been classified as Current and Non- Current as per

operating cycle set out in the SchedulE III of the Companies Act, 2013. The accounting policies

adopted in the preparation of the financial statements are consistent with those followed in the

previous year.

Accounting policies have been consistently applied except where a newly issued accounting

standard is initially adopted or a revision to an existing accounting standard requires a

change in the accounting policy hitherto in use.

2.2 Use of estimates

The preparation of the financial statements in conformity with Indian GAAP requires the

Management to make estimates and assumptions considered in the reported amounts of assets

and liabilities (including contingent liabilities) and the reported income and expenses during

the year. The Management believes that the estimates used in preparation of the financial

statements are prudent and reasonable. Future results could differ due to these estimates and

the differences between the actual results and the estimates are recognised in the periods in

which the results are known / materialise.

2.3 Inventories

Inventories are valued as under :

a. Building, Material, Stores, Spare Parts, etc - At Cost using FIFO Method

b. Completed Units (Unsold) - At lower of cost or net realisable value

c. Land - At lower of cost or net realisable value

d. Project / Contracts work in progress - At cost

Cost of Completed Units and Project / Work in Progress includes cost of land, construction /

development cost and other related costs incurred.

2.4 Cash and cash equivalents (for purposes of Cash Flow Statement)

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-

term balances (with an original maturity of three months or less from the date of acquisition),

highly liquid investments that are readily convertible into known amounts of cash and which

are subject to insignificant risk of changes in value.


2.5 Cash flow statement

Cash flows are reported using the indirect method, whereby profit / (loss) before

extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and

any deferrals or accruals of past or future cash receipts or payments. The cash flows from

operating, investing and financing activities of the Company are segregated based on the

available information.

2.6 Depreciation and amortisation

Depreciation has been provided on the straight-line method (SLM) over the period of

effective useful life prescribed in Schedule II to the Companies Act, 2013 except assets costing

less than Rs.5,000/- each which are fully depreciated in the year of capitalisation.

2.7 Revenue recognition

Revenue from services is recognised as per the terms of the contract with the customer using

the proportionate completion method.Income from fixed price construction contracts is

recognised by reference to the estimated overall profitability of the contract under the percentage

of completion method. Percentage of completion is determined as a proportion of the costs

incurred up to the reporting date to the total estimated contract costs. Provision for expected

loss is recognized immediately when it is probable that the total estimated contract costs will

exceed total contract revenue.Revenues under cost plus contracts are recognised as services

are rendered on the basis of an agreed mark-up on costs incurred in accordance with arrangement

entered.Revenue recognition is postponed in circumstances when significant uncertainty with

respect to collectability exists.

Revenue from Fully Constructed Properties

Income from real estate sales is recognised on the transfer of all significant risks and

rewards of ownership to the buyers and it is not unreasonable to expect ultimate collection

and no significant uncertainty exists regarding the amount of consideration.

Recognising Income from Maintenance Activity

The Company has follows a policy of recognising the Maintenance Income (as Net-off) for

the handed over flats on which Maintenance Charges were collected. The Maintenance

Charges so collected on the completed projects will be recognised as income over the

agreed period of maintenance of Flats.

The Income so recognised are shown as net-off of Maintenance Expenses incurred during

the year under “Other Non - Operating Income”.

2.8 Other income

Interest income is accounted on accrual basis. Dividend income and Other Income including

Scrap Sale, Rental Income are accounted for when it is received.

2.9 Property,Plant & Equipment

Property,Plant & Equipment, are carried at cost less accumulated depreciation and impairment

losses, if any. The cost of property,plant & equipment includes interest on borrowings attributable

to acquisition of qualifying property,plant & equipment up to the date the asset is ready for its

intend for its use. Exchange differences arising on restatement / settlement of long-term foreign

currency borrowings relating to acquisition of depreciable property,plant & equipment are adjusted

to the cost of the respective assets and depreciated over the remaining useful life of such

assets. Machinery spares which can be used only in connection with an item of property,plant

& equipment and whose use is expected to be irregular are capitalised and depreciated over

the useful life of the principal item of the relevant assets. Subsequent expenditure relating to

property,plant & equipment is capitalised only if such expenditure results in an increase in the

future benefits from such asset beyond its previously assessed standard of performance.


2.10 Foreign currency transactions and translations

Transactions in foreign currencies are recorded at the exchange rates prevailing on the date of

transaction. Foreign currency monetary assets and liabilities on the balance sheet date are

translated at year end exchange rates. Exchange difference arising on settlement of foreign

exchange transactions and translation of monetary items is recognized as income or expense

in the year in which they arise.

2.11 Investments

Long term investments are valued at market price. Provision is made to recognize a diminution

other than temporary, in the value of each long-term investment. Current Investments are

stated at fair value the diffrence between opening fair value and the closing is taken to other

comprehensive income and shown sepreatly as part of reserves and surplus.

2.12 Employee benefits

Short Term Benefits

Short term employee benefits expected to be paid in exchange for the services rendered by

the employees is recognized during the period when the employee renders the services.

Provident Fund

Provident fund is a defined contribution scheme as the Company pays fixed contribution at

pre-determined rates. The obligation of the Company is limited to such fixed contribution. The

contributions are charged to Profit & Loss Statement.

Gratuity

The company provides for gratuity, a defined benefit retirement plan covering eligible employees;

measured upon its own estimate and charged off to Statement of Profit & Loss. There is no

specific investment plan or asset to meet its gratuity liability.

2.13 Borrowing costs

Borrowing cost relating to acquisition/construction/ development of qualifying assets of the

company are capitalized until the time all substantial activities necessary to prepare the qualifying

assets for their intended use are complete. A qualifying asset is one that necessarily takes

substantial period of time to get ready for its intended use/sale. Borrowing cost that are

attributable to the project in progress and qualifying land advances as well as any capital work

in progress are charged to respective qualifying asset . All other borrowing costs, not eligible

for inventorisation /capitalization, are charged to revenue.

2.14 Segment reporting

The Company’s business activity primarily falls within a single business segment which

constitutes real estate development, there are no additional disclosures to be provided under

Indian Accounting Standard 108–“Operating Segment“(Ind AS-108). The Company operates

primarily in India and there are no other significant geographical segment.

2.15 Earnings per share

Basic earning per share is calculated by dividing the net profit or loss for the period attributable

to equity shareholders by the weighted average number of equity shares outstanding during

the period. The weighted average numbers of equity shares outstanding during the period are

adjusted for events of bonus issue, a share split and share warrants conversion. Diluted earnings

per share is calculated by adjusting net profit or loss for the period attributable to equity

shareholders and the weighted number of shares outstanding during the period for the effect of

all dilutive potential equity shares. Further where the statement of profit and loss includes

extraordinary items (within the meaning of IND AS 8, net profit and loss for the period, prior

period items and changes in accounting policies), the company discloses basic and diluted


earnings per share computed on the basis of earnings excluding extraordinary items (net of tax

expenses).

2.16 Impairment of assets

Management at each balance sheet date assesses using external and internal sources

whether there is an indication that an asset or group of assets or a cash generating unit as

the case may be impaired. An asset is treated as impaired when the carrying cost of the assets

exceeds its recoverable value. An impairment loss is charged to the Statement of Profit and

Loss in the year in which the asset is identified as impaired, unless the asset is carried at

revalued amount, in which case any impairment loss of a revalued asset is treated as a decrease

in Revaluation Reserve. The impairment Loss recognized in prior accounting periods is reversed

if there has been an increase in the estimate of recoverable value.

2.17 Taxes on income

Current tax is the amount of tax payable on the taxable income for the year as determined in

accordance with the provisions of the Income Tax Act, 1961.Minimum Alternate Tax (MAT)

paid in accordance with the tax laws, which gives future economic benefits in the form of

adjustment to future income tax liability, is considered as an asset if there is convincing evidence

that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in

the Balance Sheet when it is probable that future economic benefit associated with it will flow

to the Company.Deferred tax is recognised on timing differences, being the differences between

the taxable income and the accounting income that originate in one period and are capable of

reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and

the tax laws enacted or substantially enacted as at the reporting date. Deferred tax liabilities

are recognised for all timing differences. Deferred tax assets are recognised only if there is

virtual certainty that there will be sufficient future taxable income available to realise such

assets. Deferred tax assets and liabilities are offset if such items relate to taxes on income

levied by the same governing tax laws and the Company has a legally enforceable right for

such set off. Deferred tax assets are reviewed at each Balance Sheet date for their realisability.

2.18 Provisions and contingencies

A provision is recognised when the Company has a present obligation as a result of past

events and it is probable that an outflow of resources will be required to settle the obligation in

respect of which a reliable estimate can be made. Provisions are not discounted to their present

value and are determined based on the best estimate required to settle the obligation at the

Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect

the current best estimates. Contingent liabilities are disclosed in the Notes.

2.19 Provision for warranty

The Company has not formulated any policy for provision of warranty for the products and

services provided by the Company. However the Company provides two years of free

replacement of replaceable plumbing materials and other similar fittings. The actual expenditure

incurred on these accounts is considered as expenditure during the year in which it was spent.


No

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NOTES FORMING PART OF THE FINANCIAL STATEMENTS(All Amounts are in Lakhs of Indian Rupees,unless otherwise stated)

Note : 4 - Non Current Investments

As at 31st

March, 2019

Rs.

As at 31st

March, 2018

Rs.

PARTICULARS

4.1 - Investment in Equity Instruments - Quoted Shares

Investments in Associate & Subsidiary

Vahi Inc - 0.052

( % holding 100%) (Incorporated in Canada)

( 100 no, of shares @ face value of CAD 1 per unit)

4.2 Other Investments

The South Indian Bank Ltd. (1,42,860 Nos of Equity Shares) 7.89 7.89

Provision for diminution in value of investments - -

Market Value of Quoted Investment 23.68 32.57

Note : Please refer other comprehensive income statement

As at 31st

March, 2019

Rs.

As at 31st

March, 2018

Rs.

PARTICULARS

(a) Security deposits

Unsecured, considered good 798.60 797.60

(b) Loans and advances to related parties

Unsecured, considered good - -

(c) Other Loans & Advances

Unsecured, considered good

Rental Advance - -

Advance to Suppliers - -

Total 798.60 797.60


Note : 5 - Other Non Current Assets


Note 6 - Inventories

(Refer Note No. 2.3 for method of valuation of Inventory)

As at 31st

March, 2019

Rs.

As at 31st

March, 2018

Rs.

PARTICULARS

(As valued by the Management)

(a) Finished Stock 466.41 466.41

(b) Work-in-progress 16,744.37 18,454.45

Less: Advance from Customers

16,744.37 18,454.45

(c) Others

Land acquired for construction 1,527.76 1,524.76

Total 18,738.54 20,445.61


Note - 7 Trade receivables

As at 31st

March, 2019

Rs.

As at 31st

March, 2018

Rs.

PARTICULARS

Trade receivables outstanding for a period exceeding six months

from the date they were due for payment

Unsecured, considered good 1,374.92 1,445.91

Trade receivables outstanding for a period less than six months

from the date they were due for payment


Total 1,374.92 1,445.91

Note : According to Management, balances disclosed under Trade receivables outstanding for a period

exceeding six months, does not require provisioning as the possession of residential flats is still with the

Company.


Note - 8 Cash and Bank Balances

(Refer Note No. 2.3 for method of valuation of Inventory)

As at 31st

March, 2019

Rs.

As at 31st

March, 2018

Rs.

PARTICULARS

(a) Cash & Cash Equivalents

(i) Cash on Hand 15.64 2.89

(ii) Balances with Banks

Current Accounts 16.53 73.72

32.18 76.62

(b) Other Bank Balances

Earmarked Balances - -

Deposits with Bank (Lien Marked) - -

- -

Total 32.18 76.62

Note - 9 Other Current Assets

As at 31st

March, 2019

Rs.

As at 31st

March, 2018

Rs.

PARTICULARS

(a) Loans & Advances to Related Parties

Unsecured, considered good 1,215.33 1,058.71

(b) Others


(i) Balances with government authorities

TDS Receivables 2.99 24.24

Advance Tax 15.00

Security Deposits 32.68 37.68

Income Tax (AY 2010-11) 35.00 35.00

Income Tax (AY 2013-14) 10.00 10.00

Income Tax (AY 2018-19) 6.67 -

Deposit with Labour Court (ESI) (Refer Note (i) below) 0.64 0.64

(ii) Loans and advances to employees 18.34 14.66

(iii) Advance to Suppliers 135.56 143.21

(iv) Other Current Assets 0.00 1.29

Total 1,457.22 1,340.43

Note (i) : The said amount represents the deposit lodged with Labour court in the matter of a pending

litigation, in which the Company has filed an appeal petition before the Hon’ble Principal Labour Court.


No

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Note 10 Share capital

(a) Authorised

Equity shares of Rs.10/- each 61,000,000 6,100.00 61,000,000 6,100.00

(b) Issued


(c) Subscribed and fully paid up


Total 26,188,670.00 2,618.87 26,188,670.00 2,618.87

Number of

sharesRs.

As at 31 March, 2019 As at 31 March, 2018

Particulars Number of

sharesRs.

(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the

reporting period:

Equity shares

Year ended 31 March, 2019

- Number of shares 26,188,670 - 26,188,670

- Amount Rs. 2,618.87 - 2,618.87

Year ended 31 March, 2018

- Number of shares 26,188,670 - 26,188,670

- Amount Rs. 2,618.87 - 2,618.87

Closing Balance

(ii) Details of shares held by each shareholder holding more than 5% shares :

Number of

shares held% holding


Class of shares / Name of shareholder Number of

shares held% holding

Chandan Kumar 3,891,706 14.86 3,891,706 14.86

Suresh Kumar 4,802,887 18.34 4,996,740 19.08

As per records of the Company, including its register of shareholders, the above shareholding represents

both legal & beneficial ownership of shares

Particulars Opening Balance Changes during the period

(iii) Terms / Rights attaching to Equity Shares

The Company has only one class of equity shares having a par value of Rs.10/- per share

with voting rights

(iv) Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment

being received in cash, bonus shares and shares bought back for the period of 5 years immediately

preceding the Balance Sheet date:


Aggregate number of shares

As at 31 March,

2019

As at 31 March,

2018

Particulars

Equity shares with voting rights

Fully paid up pursuant to contract(s) without payment 13,495,070 13,495,070

being received in cash - (Shares allotted on account of

Merger with High End Homes P Ltd) by court order.

iv) Details of Forfeited Share Warrants

Number of

share warrants

Amount originally

paid up

Rs.


Class of shares Number

of shares

Amount originally

paid up

Rs.

Share Warrants 5,174,100 46,524.96 5,174,100 46,524.96

NOTES FORMING PART OF THE FINANCIAL STATEMENTS(All Amounts are in Lacs of Indian Rupees,unless otherwise stated)

Note 11 Other Equity

As at 31 March, 2019

Rs.

As at 31 March, 2018

Rs.Particulars

(a) Securities premium account

Opening balance 3,248.95 3,248.95

Closing balance 3,248.95 3,248.95

(b) General reserve



(c) Surplus / (Deficit) in Statement of Profit and Loss


Add: Profit / (Loss) for the year -1,074.42 27.01

2,798.96 3,873.37

Less:

Transferred to General Reserve - -


(d) Capital Reserve

Opening balance 22.15 -

Add : Additions during the year - 22.15

Less : Utilised during the year: - -

Closing balance 22.15 22.15

(e) Forfeited Share Warrants

Opening balance 560.07 560.07

Add : Additions during the year - -

Closing balance 560.07 560.07

Total 9,018.61 10,093.03


Note 12 Borrowings

As at 31 March,

2019

Rs.

As at 31 March,

2018

Rs.

Particulars

(a) Term loans

From Banks

Secured 807.30 1,447.45

From Financial Institutions

Secured 4,126.84 3,733.53

(b) Bonds / Debentures

Non Convertible Debentures - -

4,934.14 5,180.98

Less : Current Maturities of Long Term Debt 807.30 2,069.71

[Refer Note. 11 (a) ]

Sub-Total 4,126.84 3,111.27

(b) Loans and Advances from related parties

Unsecured 28.68 27.38

(c) Long term maturities of financial lease obligations

From Banks

Secured 12.54 30.92

Less : Current Maturities of Finance Lease Obligations 12.54 22.05

[Refer Note. 11 (b) ]

Sub-Total - 8.86

Total 4,155.52 3,147.51

Details of terms of Repayment & Security

Terms : Repayable in 8 Equated Quar-

terly Instalments commencing from

January 2017 along with Interest @ 13%

per annum for which the due date for pay-

ment will fall in the month of April 2017.

South Indian Bank Security : Exclusive

Charge over the Receivables of Project -

Boulevard and Collateral being residen-

tial vacant land beloging to the Company

located at Nemilichery, Tambaram, Tamil

Nadu; further secured by the personal &

irrecoverable guarantee of Managing

Director & Promoter of the Company.

807.30

(PY :

NIL)

807.30 1,447.45Term Loan -

South

Indian Bank

Default

Rs.

As at 31

March, 2019

Secured Rs.

As at 31

March, 2018

Secured Rs.

Terms of Repayment & SecurityParticulars

Term loans from Banks


Terms : Repayable in 18 monthly

instalments commencing from January

2019 along with Interest @ 18% per an-

num which can be reduced to 16.5% per

annum on achievement of sales target.

Security : Exclusive registered mortgage

on identifiable unsold units along with

receivables from sold units of the Projects

- “Lotus Pond,The Art,I-sky

Villas”,exclusive registered mortgage on

unsold Plots along with receivables from

sold units of the Project-”Fortune Square”

and exclusive registered mortgage on

land along with structures there on of the

Project-”Eternal Spring” and Collateral

being residential vacant land beloging to

the Company located at Besant Nagar and

Pallavaram,Tamil Nadu; further secured

by the personal guarantee of Managing

Director.

NIL

(PY :

Not

Appli-

cable)

4,126.84 3,733.53

Term Loan -

J.M.

Financial

Credit

Solutions

Pvt Ltd

Default

Rs.

As at 31

March, 2019

Secured Rs.

As at 31

March, 2018

Secured Rs.

Terms of Repayment & SecurityParticulars

Term loans from Banks

Total 4,934.14 5,180.98

No Specific Schedule of repayment

had been stipulated.Outstanding

amount will be repaid as and when

demanded by the parties.

NIL

(PY :

NIL)

28.68 27.38

Loans & Advances

from Related

Parties

Default

As at 31 March,

2019

UnSecured Rs.

As at 31 March,

2018

UnSecured Rs.Terms of Repayment & SecurityParticulars

Loans & Advances from Related Parties

Payment of Equated Monthly

Instalments commencing from the

month subsequent to taking the

lease. The Borrowings are secured by

hypothecation of the vehicles &

generator purchased.

3.85

(PY :

NIL)

12.54 30.92

Hire Purchase

Loans - Vehicles &

Generator

Long Term Maturities of Finance Lease Obligations



(All Amounts are in Lakhs of Indian Rupees,unless otherwise stated)

Note 13 Provisions

As at 31 March,

2018

Rs.

As at 31 March,

2019

Rs.

Particulars

(a) Provision for employee benefits:

(i) Provision for Gratuity 30.30 5.30

(b) Provision - Others:

(i) Provision - others - -

Total 30.30 5.30

Note 14 Deferred Tax Liabilities

As at 31 March,

2018

Rs.

As at 31 March,

2019

Rs.

Particulars

Opening Balance under Deferred Tax Liability 32.40 26.53

Add : Tax effect of item constituting Deferred Tax Liability 4.05 5.87

Less : Tax effect of item constituting Deferred Tax Assets - -

Net Deferred Tax Liabilities 36.45 32.40

Note 15 Other Non-Current Liability

As at 31 March,

2018

Rs.

As at 31 March,

2019

Rs.

Particulars

(a) Trade Payables - -

(b) Others

Receipt towards Corpus Fund 262.60 268.85

Total 262.60 268.85


Note 16 Borrowings

As at 31 March,

2018

Rs.

As at 31 March,

2019

Rs.

Particulars

(a) Loans repayable on demand

From Banks

Secured 407.78 444.36

From Others

Unsecured - -

(b) Loans and advances from related parties

Unsecured - -

Total 407.78 444.36

Default

As at 31 March,

2019

Secured Rs.

As at 31 March,

2018

Secured Rs.Name of SecurityParticulars

Loans Repayable on Demand - From Financial Institutions

Details of Security for Short-term Borrowings

Punjab National Bank Security : Deed

of Simple Mortgage executed by

Darshan Housing and Infrastructure

Limited dated 18.12.2015 in favour

of Punjab National Bank. Commer-

cial Space A & B of First floor

measuring 4514 Sq. Ft. each located

at Plot No 5, 6 and 7 Gandhi Street

comprised in S.No 279/4(part) of

Ko t t i vakkam,TambaramTa luk ,

Kancheepuram District.

In addition to the above land

measuring 55 cents has been

mortgaged which is situated at S.No.

45/1, No. 51, Thelliyar Agaram

Village, Ayyapan Thangal Panchayat,

Kundrathur Panchayat Union,

Sriperumbudur Taluk, Kancheepuram

District belonging to Pramila Jain(W/

o Chandan Jain) ; Rekha Jain-Pro-

moters Group(W/o Suresh Jain) ;

Varsha Jain-Promoters Group(W/o

Naresh Jain)

NIL 407.78 444.36Punjab

National

Bank


Default

As at 31 March,

2019

UnSecured Rs.

As at 31 March,

2018

UnSecured Rs.Name of SecurityParticulars

Loans & Advances from Related Parties

Note 17 Trade Payables

As at 31 March,

2018

Rs.

As at 31 March,

2019

Rs.

Particulars

Trade Payables [Refer Note below]

Towards Purchase of Land 31.19 31.19

Towards - Others 416.75 503.52

Total 447.94 534.71

Note : As per the information available with the Company, there are no outstanding dues under Trade

Payables that are required to be furnished under Section 22 of Micro, Small & Medium Enterprise

Development Act, 2006

Note 18 Provisions

As at 31 March,

2018

Rs.

As at 31 March,

2019

Rs.

Particulars

(a) Provision - Others:

(i) Provision for Taxation (Refer Note (i) below) 295.56 325.25

(ii) Provision for Equity Dividend - -

(ii) Provision for Tax on Equity Dividend - as per

act can it be moved to CL

(ii) Provision - Others

- Audit Fees 15.30 9.45

310.86 334.70

Total 310.86 334.70

Note I : Provision for Taxation relates to previous Assessment Years

The Liability for Income Tax has been provided for in the Books are subject to the payment of Statutory

Liabilities and Interest due to Banks & Financial Institutions before the due date prescribed under

Income Tax Act, 1961 (i.e. 30/09/2018)


Note 19 Other Current Liabilities

As at 31 March,

2018

Rs.

As at 31 March,

2019

Rs.

Particulars

(a) Current Maturities of Long Term Debt

From Banks 807.30 1,447.45

From Financial Institution 622.25

Towards Non Convertible Debentures -

807.30 2,069.70

(b) Current Maturities of finance lease obligations

From Banks 12.54 22.05

From Other Parties -

12.54 22.05

(c) Other Payables

Statutory Dues Payable 379.95 269.34

Expenses Payable 115.44 -19.49

Employee Benefit 158.01 94.15

Advance from Customers 3,679.42 4,293.42

Maintenance charges (Refer Notes 2.7 (iv)) 84.51 102.84

Total 5,237.17 6,832.01


Note 20 Revenue from operations

Particulars

(a) Income From Operations (Refer Notes below) 945.89 5,151.78

Total 945.89 5,151.78



For the year ended

31 March, 2018

Rs.

For the year ended

31 March, 2019

Rs.

Particulars

(i) Income From Operations

Sale of Completed Projects 2,655.36 8,526.03

Sale of Land - -

(ii) Profit or Loss Recognised under percentage completion

method (As per AS 7)

Opening Work in Progress 18,454.45 21,770.37

Less: Refund of Land Advance - 0.10

18,454.45 21,770.27

Work in Progress 16,744.37 18,454.45

Less: Purchase of Land 67.88

16,744.37 18,386.57

Profit / Loss from change in WIP -1,710.07 -3,383.70

(iii) Proceeds from Weighment Division 0.59 9.45

Total - Revenue from Operation 945.89 5,151.78

For the year ended

31 March, 2018

Rs.

For the year ended

31 March, 2019

Rs.

Note


Particulars

(a) Interest income (Refer Note No (i) Below) - 4.50

(b) Dividend income 0.57 0.57

(c ) Discount Received - 0.03

(d) Other Non Operating Income (Refer Note No (ii) Below) 42.03 30.79

Total 42.60 35.90

For the year ended

31 March, 2018

Rs.

For the year ended

31 March, 2019

Rs.

Note

Note 21 Other income

Particulars

(i) Interest income comprises:

Interest from banks on:

Deposits - 4.50

Total - Interest income - 4.50

(ii) Other non-operating income comprises:

(a) Rental Income - 0.93

(b) Insurance Received - -

(c) Commission Received - 0.07

(d) Sale of Scrap Items 0.26 2.59

(e) Cessation of Liability - 24.85

(f) Maintanence charges received (Net-off Expenses)

Refer Note 2.7 (iv)) - -

(g) Miscellaneous Income 41.76 2.35

Total - Other non-operating income 42.03 30.79

For the year ended

31 March, 2018

Rs.

For the year ended

31 March, 2019

Rs.

Note


Particulars

(a) Projects in Progress at year end 1,604.01 2,917.96

(b) Projects Completed and Handed Over 32.11 144.12

Total 1,636.13 3,062.08

For the year ended

31 March, 2018

Rs.

For the year ended

31 March, 2019

Rs.

Note

Note 22 Cost of Construction



Particulars

Opening Stock of Land & Finished Flats 1,991.16 3,580.77

Add : Purchase of Land 3.00 -

Less : Closing Stock of Land & Finished Flats 1,994.16 1,991.16

Change in inventory of finished stocks - 1,589.61

For the year ended

31 March, 2018

Rs.

For the year ended

31 March, 2019

Rs.

Note

Note 23 Changes in Inventory of Finished Stock

Particulars

(a) Salary, Bonus, Incentive 196.89 230.41

(b) Contribution to Provident & Other Funds 31.09 19.94

(c) Staff Welfare Expenses 1.24 5.54

Total 229.22 255.89

For the year ended

31 March, 2018

Rs.

For the year ended

31 March, 2019

Rs.

Note

Note 24 Employee benefits expenses


Particulars

(a) Interest expense 12.30 16.00

(b) TDS-Interest expense

(b) Other borrowing costs

Processing Charges 1.22 1.75

Bank Charges 3.59 3.34

Total 17.11 21.09

For the year ended

31 March, 2018

Rs.

For the year ended

31 March, 2019

Rs.

Note

Note 25 Finance costs

Particulars

(a) Power and fuel 3.78 7.91

(b) Rent including lease rentals 22.53 41.38

(c) Repairs and maintenance - Others 7.00 9.42

(d) Insurance 0.36 0.28

(e) Rates and taxes 0.51 10.48

(f) Communication Expenses 3.70 5.27

(g) Travelling and conveyance 8.98 10.14

(h) Advertisement, Promotions and Exhibition Expenses 10.57 45.77

(i) Donations and contributions 1.06 4.22

(j) Legal and professional 5.48 21.09

(k) Payment to Auditor

As Auditor 6.50 10.50

Taxation Matters -

For Other Services -

(l) Miscellaneous expenses 18.80 16.37

(m) Fines and Penalty Charges 1.01 0.01

(n) Loss on Sale of Assets 39.77 -

(o) Ineligible GST Credit 15.33 35.19

Total 145.39 218.03

For the year ended

31 March, 2018

Rs.

For the year ended

31 March, 2019

Rs.

Note

Note 26 Other Expenses



Note 27 Additional information to the financial statements

Particulars

27.1 Contingent liabilities and commitments

(to the extent not provided for)

Claims against the Company not acknowledged as debt

Service Tax 150,001.00 150,001.00

Ligitation pending at Consumer Forums 3,550.00 3,550.00

Ligitation pending at Labour Court (Refer note (i) below) 296.01 296.01

Total Contingent Liability not acknowledged 153,847.01 153,847.01

Note (i) :The Company has filed an appeal against the demand notice issued by Employees State

Insurance Corporation with respect to payment for arrears of ESI contribution. Considering the

facts and grounds filed that the actual ESI Contributions were already paid the Claim is treated as

contingent liability.

27.2 Disclosure as per Clause 32 of the Listing Agreements with the Stock Exchanges

Loans and advances in the nature of Project Advance to subsidiaries, associates and others and

investment in shares of the Company by such parties:

For the year ended

31 March, 2018

Rs.

For the year ended

31 March, 2019

Rs.

Note

Name of the Party

For the year ended

31 March, 2018

Rs.

For the year ended

31 March, 2019

Rs.

Relationship

Akash Housing 562.18 562.18

(516.99) (516.99)

Darshan Housing and 163.70 165.97

Infrastructure Limited (165.97) (204.16)

Vijay Shanthi Developers 484.61 484.68

Private Limited (362.83) (362.83)

Note: Figures in bracket relate to the Previous Financial Year 2017-18

Company in which

Key Management

Personnel are

interested

Particulars

27.3 Expenditure & Earnings in Foreign Currency

Expenditure - -

Advertisement - -

Earnings - -

For the year ended

31 March, 2018

Rs.

For the year ended

31 March, 2019

Rs.

Note


Details of contract revenue and costs

Contract revenue recognised during the year 2,655.36 8,526.03

Aggreagte amount of recognised profits less recognised

losses upto the reporting date on contract under progress. -1,710.07 -3,383.70

Aggregate of contract costs incurred 1,636.13 3,062.08

Advances received for contracts in progress 3,679.42 4,293.42

Gross amount due from customers for contract work (asset) 1,374.92 1,445.91

Amount collected towards Maintenance Fee for

next 2 years & Corpus Fund 347.11 348.96

For the year ended

31 March, 2018

Rs.

For the year ended

31 March, 2019

Rs.

28.1

Note - 28 Disclosure in accordance with IND AS 11-Construction Contracts

28.2 Employee Benefit Plans

(i) Defined contribution plans

The Company makes Provident Fund contributions to defined contribution plans for qualifying

employees. Under the Schemes, the Company is required to contribute a specified percentage of

the payroll costs to fund the benefits. The Company recognised Rs.6.07/- lakhs for Provident Fund

contributions in the Statement of Profit and Loss. The contributions payable to these plans by the

Company are at rates specified in the rules of the schemes.

(ii) Defined benefit plans

The Company offers the following employee benefit schemes to its employees:

i. Gratuity : The company is providing for the Gratuity Liability in the Books of Account based on its

own estimate & it is charged to Profit & Loss Account. The Company recognised Rs.25/- lakhs (PY

: Rs. 8/- lakhs) towards Gratuity Liability in the Statement of Profit and Loss.

There is no specific investment plan or asset kept aside to meet the Gratuity Liability. The Company

is of hope that, it can pay the gratuity as and when it falls due on termination / retirement of eligible

employees. During the year, the company paid Rs.1,183.44/- thousands towards Gratuity for the

retiring / resigning employees.

Borrowing costs capitalised during the

year

For the year ended

31 March, 2018

Rs.

For the year ended

31 March, 2019

Rs.

28.3 Details of borrowing costs capitalised


28.4 Related party transactions:

28.4.a Details of related parties:

Description of relationship Description of relationship

Key Management Personnel - KMP Mr. Chandan Kumar, Joint Managing Director

Mr.D.V.B.Prasad, Whole time Director

Relatives of KMP Mrs. Ratan Bai

Mr. Suresh Kumar

Mr. Naresh Kumar

Mrs. Pramila Jain

Mr.Darshan Jain

Ms Prachi Jain

Companies / Firms in which the Key Akash Housing

Management Darshan Housing Infrastructure Limited

28.4.b Personnel / their relatives Influence Enterprises India Private Limited

are interested Vijay Shanthi Developers Pvt Ltd

Note: Related parties have been identified by the Management.

Details of related party transactions during the year ended 31 March, 2019 and balances

outstanding as at 31 March, 2019:

Remuneration to Key Management Personnel 65.99 - - 65.99

Rent - - - -

Construction Cost incurred & transferred to Related Party a/c - - - -

Unsecured Loan - Additional / Fresh Credit 114.72 - - 114.72

Unsecured Loan - Repayment of Loan 113.41 - - 113.41

Flat Sales-Debtors - -

28.4.c Flat Advance Repaid (Adjusted in Work - in - Progress) - - - -

Flat Advance received (Adjusted in Work - in - Progress) - 15.00 - 15.00

Loans and Advances - Additional Granting - - 180.67 180.67

Loans and Advances-Loan Repayment - - 15.98 15.98

Balances outstanding at the end of the year

Unsecured Loan - Long & Short Term Borrowings 23.33 - 5.35 28.68

Flat Sales-Debtors - 418.62 - 418.62

Loans and advances - Asset - - 1,210.49 1,210.49

ParticularsKey

Rs.

Relatives

of KMP

Rs.

Entities

over which

Rs.

Total

Rs.



Note 28 Disclosures (Contd.)

Particulars

28.5 Earnings per share - Basic

28.5.1 Continuing operations

Net profit / (loss) for the year from continuing operations -1,065.53 47,227.20

Less: Preference dividend and tax thereon - -

Net profit / (loss) for the year from continuing operations -1,065.53 47,227.20

attributable to the equity shareholders

Weighted average number of equity shares 26,188,670 26,188,670

Par value per share 10 10

Earnings per share from continuing operations - Basic 0.01 1.80

28.5.2 Total operations

Net profit / (loss) for the year -1,065.53 47,227.20

Less: Preference dividend and tax thereon - -

Net profit / (loss) for the year attributable to the -1,065.53 47,227.20

equity shareholders

Weighted average number of equity shares 26,188,670 26,188,670

Par value per share 10 10

Earnings per share - Basic 0.01 1.80

28.6 Certain Confirmation of balances for Trade Payables, Trade Deposits, Flat Advances, Other loans

& advances and Bank Balances are awaited. The accounts’ reconciliation of some parties where

confirmation have been received are in progress. Adjustments for differences, if any, arising out of

such confirmations / reconciliations would be made in the accounts on receipt of such confirmations

and reconciliations thereof. The Management is of the opinion that the impact of adjustments, if

any, is not likely to be significant. In the opinion of the Management, all current assets and loans &

advances would be realised at the values at which these are stated in the accounts, in the ordinary

course of business.

Note 29 Previous year’s figures

29 Previous year’s figures have been regrouped / reclassified wherever necessary to correspond

with the current year’s classification / disclosure.

For the year ended

31 March, 2018

Rs.

For the year ended

31 March, 2019

Rs.

Note


For Sanjiv Shah & Associates For and on behalf of the Board of Directors


FRN : 003572S

Managing Director Whole Time Director

CA.G. Ramakrishnan

Partner

M. No. 209035

Place : Chennai Director Chief Financial officer

Date : 14/06/2019


ATTENDANCE SLIP


REGD. OFF: Old Door No.8, New Door No.21, First Avenue,

Indira Nagar, Adyar,

Chennai - 600020, Phone: 044 - 40004600

Website: www.vijayshanthibuilders.com

CIN: L45201TN1992PLC021960

I hereby record my presence at the 28 th Annual General Meeting held on Monday,

30th September, 2019 at PadmavathyRadhaHall, No.93, Arcot Road, Virugambakkam,

Chennai – 600 092 at 10.30 AM

NAME OF THE SHAREHOLDER(S)

( in Block Letters )

SIGNATURE OF THE

SHAREHOLDER(S)

Folio No. / Client ID No.

No. of Shares

Address

NAME OF THE PROXY

( in Block Letters )

SIGNATURE OF THE PROXY


PROXY FORM

Form No MGT- 11[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the

Companies (Management and Administration) Rules, 2014]

CIN L45201TN1992PLC021960

Name of the Company VIJAY SHANTHI BUILDERS LIMITED

Registered Office Old Door No.8, New Door No.21, First Avenue, Indira Nagar,

Adyar, Chennai – 600020

Name of the member(s)

Registered address

E-mail Id

Folio No/Client Id DP ID

I/We, being the member(s) of………....……………shares of the above named company, hereby appoint

1. Name :

Address :

E-mail id : Signature

Or failing him :

2. Name :

Address :


Or failing him :

3. Name :

Address :


Or failing him :

As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 28thAnnual General

Meeting of the Company to be held on Monday ,30thSeptember 2019 at 10.30 A.M., at Padmavathy Radha

Hall, No.93 Arcot Road, Virugambakkam, Chennai – 600 092. and at any adjournment thereof in respect of

such resolutions as are indicated below:

Sl.No. Resoultion(s)

Ordinary Resolutions

1. To adopt the Audited Financial statement for the year ended 31st March, 2019 along with the report ofthe

Board of Directors and Auditors thereon

2. To re-appoint a Director in place of Mr.Chandan Kumar Jain, Managing Director (DIN: 02001256) who

retires by rotation and being eligible offers himself for re – appointment.

Special Resolutions

3. To Re-appointment of Mr.Chandan Kumar Jain, (DIN: 00262521) as the Managing Director of the Company

for a period of three years effective from 1stJanuary 2019..

Signed this………………………..day of………………………….2019

Signature of Shareholder :……………………………......………

Signature of Proxy holder(s) :………………………………….…

Note : This form of proxy in order to be effective should be duly completed and deposited at the registered office of

the Company, not less than 48 hours before the commencement of the meeting

Affix

Revenue

Stamp


NOTES

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