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VARDHMAN CONCRETE LIMITED

30TH ANNUAL REPORT

2012-2013

VARDHMAN CONCRETE LIMITED 30th Annual Report

(Company with Concrete Base)

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Contents: Registered Office: Survey No. 35/10, Notice of the Annual General Meeting Lohop Village, Khalapur Taluka, Directors Report Raigad District Pin.: 410220 Management Discussion and Analysis Report Corporate Office: Corporate Governance Report

120, Commerce House, Auditors Certificate on Corporate Governance 140, N.M Marg, Fort, Mumbai – 400 001 Auditors Report on Financial Statements Statutory Auditors: Balance sheet

M/s Amar Bafna & Associates Profit and Loss Account 201, Apollo Chambers Premise CHS Mogra Village, Cash Flow Statement Old Nagardas Road, Andheri (West), Schedules and Notes to Accounts Mumbai – 400 058 Attendance Slip and Proxy Form Registrar and Transfer Agents: Link Intime Private Limited C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai – 400 078



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Board of Directors

Mr. Ramesh Vardhan Chairman and Managing Director Mr. Rajesh Vardhan Joint Managing Director Mr. Anshul Gupta Whole-time Director Mr. Awadhesh Kumar Director Mr. Arvind Kumar Kothari Director Mr. Shailesh Jogani Additional Director

Compliance Officer Mr. Kinnar Chhaya Company Secretary

Board Committees

Audit Committee Mr. Arvind Kothari Mr. Awadhesh Kumar Mr. Rajesh Vardhan Share Transfer & Shareholders’/Investors Grievance Committee Mr. Arvind Kothari Mr. Anshul Gupta Mr. Ramesh Vardhan Remuneration Committee Mr. Arvind Kothari Mr. Awadhesh Kumar Mr. Shailesh Jogani



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Notice Notice is hereby given that the Thirtieth Annual General Meeting of the Members of Vardhman Concrete Limited (The Company) will be held on Monday, September 2nd 2013 at 03:00 P.M. at the Registered Office of the Company at Survey No.35/10, Lohop Village, Khalapur Taluka, Raigad District, to transact the following business. ORDINARY BUSINESS:

1) To receive, consider and adopt the Audited Balance Sheet and Profit and Loss Account

together with the Reports of the Directors and Auditors for the financial year ended 31st March 2013.

2) To re-appoint M/s. Amar Bafna & Associates, Chartered Accountants, Mumbai, Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting.

3) To appoint a Director in place of Mr. Awadhesh Kumar, who retires by rotation and, being eligible, offers himself for re-appointment.

4) To appoint a Director in place of Mr. Arvind Kumar Kothari, who retires by rotation and, being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

5) To consider and if thought fit, to pass the following resolution with or without modification(s) as an Ordinary resolution. “RESOLVED THAT Mr. Shailesh Jogani, who was appointed as an additional Director under Section 260 of the Companies Act, 1956 on 9th August, 2013 and who shall hold office up to the date of the forthcoming 30th Annual General Meeting and in respect of whom a notice under Section 257 of the Companies Act, 1956 has been received proposing his candidature for the office of Director of the Company, be and is hereby appointed as a Director of the Company liable to retire by rotation.” “RESOLVED FURTHER THAT any of the Board of Directors of the Company be and are hereby authorized to file Form 32 with the Registrar of Companies, Mumbai and do all such acts, deeds and things, as may be required to give effect to this resolution.”

By Order of the Board

---Sd/----- Ramesh Vardhan

Chairman & Managing Director

-----Sd---- Rajesh Vardhan

Joint Managing Director

Dated: 9th August 2013 Place: Mumbai Registered office: Survey no.35/10, lohop village, Khalapur taluka, Raigad district Pin.: 410220



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Notes: 1. A Member entitled to attend and vote at the Annual General Meeting (the meeting) is

entitled to appoint a proxy to attend and vote instead of herself/himself and a proxy need not be a Member of the Company.

2. The proxy form should be deposited at the Registered Office of the Company not less than

48 (Forty Eight) hours before the commencement of the meeting. 3. Corporate Members are requested to send a duly certified copy of the Board Resolution

authorizing their representatives to attend and vote at the meeting. 4. For the convenience of the Members, an Attendance Slip is annexed to the Proxy Form.

Members are requested to affix their signature at the space provided and fill up the particulars and hand over the attendance slip at the place of the Meeting.

5. The Register of Members and Share Transfer Books of the Company will remain closed from

Tuesday, August 27, 2013 to Monday, September 2, 2013 (both days inclusive). 6. The Ministry of Corporate Affairs (MCA), Government of India, had issued circulars in Green

Initiative i.e. Circular Nos. 17/2011 and 18/2011, dated April 21, 2011 and April 29, 2011 respectively, allowing Companies to send official documents to their Shareholders electronically as part of its Green Initiatives in Corporate Governance.

In this behalf, we are confident that you would appreciate the “Green Initiative” taken by MCA. We solicit your cooperation in helping the Company to implement the e-governance initiatives of the Government.

Shareholders who have not updated their email ID till date are requested to kindly update your email address with your depository participant for Demat holding of shares and with the Company e-mail ID of Vardhman Concrete Limited at [email protected] for physical holding of shares and co-operate with the Company to implement the Green Initiative of the Government.

Name of the member

Son of/ Daughter of/ Wife of

Client ID/ Ledger Folio No.

No. of Shares held

Pan No. (mandatory in case of Demat holders)

E-mail address

Recognizing the spirit of the circular issued by the MCA, we have started to send the notices/documents (i.e., physical Annual Report of the Company comprising of Balance Sheet, Profit & Loss Account, Directors’ Report, Auditors’ Report etc.,) to the email address.

7. Share holders are requested to dematerialize their shares. The Company has

appointed M/s. Link Intime India Private Limited, Mumbai for handling share transfer job and also for maintaining electronic connectivity with NSDL AND CDSL who have allotted ISIN ACTIVATION NUMBER AS – ISIN No – INE115C01014.

8. Members desirous of making nomination in terms of Section 109A of the Act, 1956 in

respect of their shareholding may approach the Registrar for assistance. Shareholders holding shares in electronic form may approach their DP with whom they maintain their account for nomination.

9. Members are requested to notify immediately any change in their address :

to their Depository Participants (DPs) in respect of their electronic share accounts;

and



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to Registrar and Share Transfer Agent of the Company in respect of their physical shares folios along with Bank particulars.

10. Members desiring any information on the Accounts are requested to write to the Company

at least one week before the meeting so as to enable the Management to keep the information ready & replies will be provided at the meeting.

11. Disclosures as per Clause 49 of the Listing Agreement for appointment /reappointment of

Directors. Brief particulars of Directors being appointed/re-appointed as under: Name of Director Mr. Awadhesh Kumar Mr. Arvind Kumar

Kothari Mr. Shailesh Jogani

Date of Birth 08th June 1947 01st July 1966 16th September 1970 Date of

Appointment 31st January 2008 20th November

2006 9th August, 2013

Directorships Bioveeta Laboratories Private Limited

Biolife Healthcare

( INDIA ) Private Limited

Vardhan Capital and Finance Limited

N.A

Shares held in the Company

N.A N.A N.A

12. Explanatory Statement pursuant to provisions of Section 173(2) of the Companies Act, 1956

is annexed to the notice:- Explanatory statement to the notice pursuant to provisions of Section 173(2) of the Companies Act, 1956 Item no. 5 Mr. Shailesh Jogani, was appointed by the Board of Directors of the Company as an additional Independent Director w.e.f from 9th August, 2013 pursuant to the relevant provisions of the Companies Act, 1956 and under the Articles of Association of the Company and he holds such office only up to the date of this Annual General Meeting. A notice in writing has been received u/s. 257 of the Companies Act, 1956 along with a deposit of Rs.500/- from a member signifying his intention to propose his appointment as Director of the Company liable to retire by rotation. Your Board of Directors is of the opinion that with the appointment on the Board, the Company will be benefit a lot and hence recommends the resolution for approval. None of the Directors other than Mr. Shailesh Jogani is concerned or interested in the given resolution. By Order of the Board

-----Sd/-----

Ramesh Vardhan Chairman & Managing Director

-----Sd/----- Rajesh Vardhan Joint Managing Director

Dated: 9th August 2013 Place: Mumbai Registered Office: Survey No.35/10, Lohop Village, Khalapur Taluka, Raigad District Pin.: 410220



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Directors’ Report The Directors have pleasure in presenting their report and accounts for the year ended March 31st 2013. Financial Results: The key financial parameters for the year ended March 31st 2013 are:

(Rs. In Lakhs) Particulars Year ended

31.03.2013 Year ended 31.03.2012

Total Income 152.77 421.50

Profit Before Tax (80.71) (86.50)

Less: Income-Tax including deferred tax (3.70) (6.49) Profit after tax (77.00) (80.01)

Dividend: The Board has not recommended any dividend on equity Shares for the year under review due to the losses incurred. Board of Directors: In terms of the provision of the Companies Act, 1956 and the Articles of Association, Mr. Awadhesh Kumar and Mr. Arvind Kumar Kothari would retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment. Mr. Awadhesh Kumar and Mr. Arvind Kumar Kothari have offered themselves for re-appointment. Mr. Naman Seth has resigned from the Board of Directors w.e.f 22nd April 2013. Mr. Shailesh Jogani has been appointed as an Additional Director w.e.f. 9th August, 2013 Auditors: The auditors, Amar Bafna & Associates, Chartered Accountants, will retire at the ensuing Annual General Meeting. As recommended by the Audit Committee, the Board has proposed the reappointment of Amar Bafna & Associates, Chartered Accountants, as statutory auditors for the financial year 2013- 2014. Auditors Report: The observations and comments given by Auditors in this report read together with notes to accounts are self explanatory and hence do not call for any further comments under section 217 of the Companies Act, 1956.



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Directors’ Responsibility Statement under Section 217(2AA) of the Companies Act, 1956: The Directors confirm:

1. that in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that they have selected such accounting policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of Financial Year 2012-2013 and of the profit of the Company for that period;

3. that they have taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that they have prepared the annual accounts on a going concern basis.

Corporate Governance: The amendments to the Companies Act, 1956 and the listing agreements executed with the Stock Exchanges require compliance with specified Corporate Governance practices. A detailed Report on Corporate Governance approved by the Directors is annexed. A certificate on compliance of Corporate Governance requirements issued by the Statutory Auditors of the Company in pursuance to clause 49 of the listing agreement is placed with the report on Corporate Governance. Particulars of Employees: Since there are no employees falling within the purview of the provisions of Section 217(2A) of the Companies Act, 1956 no such details are required to be given. Conservation of energy and foreign technology absorption: The details of energy consumption and conservation as required under the provisions of Section 217(1)(e) of the Companies Act 1956 is provided separately and forms part of this report. The Company has not adopted any foreign technology during the year. Foreign exchange earnings and Outgo: The Company has not earned any foreign exchange or incurred any foreign exchange outgo during the year. Listing of Shares: The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited. Cash flow statement: In pursuant to the Listing Agreement the cash flow statement is annexed and forms part of this report.



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Acknowledgments: The Directors wish to place on record their appreciation of the contribution made by the executives and employees at all levels for their outstanding professionalism, initiatives and commitment to organizations growth and success and helping the organization in its continuous drive towards progress. Your Directors also appreciate with gratitude the continuous support of clients, bankers, institutions, the Shareholders and well wishers.

For and on behalf of the Board of Directors

For Vardhman Concrete Limited

-------SD-------- Place: Mumbai Ramesh Vardhan Date: 9th August 2013 Chairman and Managing Director

Registered Office: Survey No.35/10, Lohop Village, Khalapur Taluka, -------SD-------- Raigad District Rajesh Vardhan Pin.: 410220 Joint Managing Director



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Annexure to Director’s report Particulars required under the Companies (disclosure of particulars in the report of Board of Directors) rules, 1988 A. CONSERVATION OF ENERGY a) Energy conservation measures taken: Nil b) Additional investment and proposal, if any been implemented for reduction of consumption

of energy.

Nil c) Impact of measures for reduction of energy consumption and consequent impact on the

cost of production of goods.

N.A. d) Total energy consumption and energy consumption per unit of production as per form A in

respect of Industries specified in the Schedule

N.A.



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FORM – A (See Rule 2) Form for disclosure of particulars with respect to conservation of energy A) POWER AND FUEL CONSUMPTION

2012-2013 2011-2012 (Rs. In lakhs) (Rs. In lakhs)

1) Electricity. )

a) Purchased ) Due to the nature of Units (Lakhs – kWh) ) Rate/Unit (Rs.) ) the activities of the b) Own Generation ) i) Through Diesel Generator ) Company which requires Net Units (Lakhs – kWh) ) Unit per Ltr. Of Diesel/ ) the major execution Furnace Oil (kWh) ) ii) Through Steam ) of the projects in Turbine/Generator ) 2) Coal (used in Kiln) ) the site of the projects Quantity (tones) ) Total cost (Rs.Lakhs) ) the details of energy Average Rate ) 3) Furnace Oil ) consumption would

Quantity (K.Ltrs.) ) Total Cost (Rs.lakhs) ) not be relevant. Average Rate (Rs./K.Ltr.) ) 4) High Speed Diesel ) Quantity (K.Ltrs.) ) Total Cost (Rs.lakhs) ) Average Rate (Rs./K.Ltr.) ) Others/Internal Generation )

B) CONSUMPTION PER UNIT OF PRODUCTION Electricity (kWh/T of cement) ) HSD/FO (Ltr./T of Clinker) ) Coat (Percentage of Clinker) )



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Form - B (See Rule 2) Form for disclosure of particulars with respect to absorption RESEARCH AND DEVELOPMENT (R&D) 1. Specific area in which R & D carried out by the Company.

Nil 2. Benefits derived as a result of the above R&D N.A. 3. Future plan of Action. Nil 4. Expenditure on R&D

2012-2013 2011-2012 (Rs. In lakhs) (Rs. In lakhs) Capital Nil Nil Recuring Nil Nil Total R & D expenditure as Nil Nil Percentage of turnover



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Management discussion and analysis Report The key issues of the Management Discussion and Analysis are given below. (a) Industry Structure and Developments

Indian Housing market size is facing challenges like steep hike in input raw material cost, growing rate of interest on loans, inflation and economic environment of the country.

(b) Strength

There are professionals and independent Directors on the Board of the Company who are in the process of developing a strategic roadmap for the Company to tap opportunities in the sector.

(c) Comment on Current year’s performance

During the year Company carried out some operations and posted losses in the books. Management is planning to devise a futuristic and strategic roadmap for the Company and keeping all operating expenses are under tight control.

(d) Opportunities and Threats

Continuing increase in demand of low housing and slum rehabilitation projects are opportunity of growth to the Company.

(e) Segment wise performance

There were no major operations in the Company during the year, no segmental results are given.

(f) Outlook

The Company will focus on making long term strategic investment in new projects.

(g) Internal control systems and their adequacy The internal control system has been found to be adequate. Your Directors are working to improve on this.

(h) Cautionary Statement

Statements in this Management Discussion and Analysis Report, Describing the Company’s outlook, projections, estimates, expectations or predictions may be “Forward looking Statement” within the meaning of applicable securities laws or regulations. Actual results could differ materially from those expressed or implied.

(i) Leave Encashment The Company has now decided to reimburse the leave encashment to their employees at the end of every financial year. Previously the Company was paying the Leave encashment amount to their employees at the completion of their services.

For and on behalf of the Board of Directors

For Vardhman Concrete Limited Place: Mumbai Date: 9th August 2013 -----SD------

Ramesh Vardhan

Registered Office: Chairman and Managing Director Survey No.35/10, Lohop Village, Khalapur Taluka, -----SD------ Raigad District Rajesh Vardhan Pin.: 410220 Joint Managing Director



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Corporate Governance Report: Philosophy: The Company believes in fairness, transparency, accountabilities and responsibility as the basis of Corporate Governance. The Company endures to attain standards for maximizing the share holders value for attaining overall long term objectives and by discharging its social responsibilities.

Board of Directors:

The Company's policy is to maintain optimum combination of Executive and Non-Executive Directors. The Non-Executive Directors with their diverse knowledge, experience and expertise bring in their independent judgment in the deliberations and decisions of the Board. The composition of the Board is in accordance with the requirements of the Corporate Governance code of Listing Agreement with the stock exchanges. The Board is headed by the Executive Chairman. None of the Directors on the Board is a member on more than 10 Committees and Chairman of more than 5 Committees (as specified in clause 49 of the Listing Agreement), across all the Companies in which he is a Director. During the Financial year 2012-2013, 9 (Nine) Board Meetings were held on 25th April 2012, 9th July 2012, 13th July 2012, 16th July 2012, 14th August 2012, 29th August 2012, 12th November 2012, 14th February 2013 and 30th March 2013 after giving due notices and the same were duly recorded in the minute’s book. The particulars of Directors are as follows:

Name of Director

Board

Meetings attended

during the year.

Attendance at last AGM

No. of Other

Director-ships held

*

Committee

Membership(s) (including this

Company)

Member Chairman Executive/Promoter Directors

Mr. Ramesh Vardhan ( Chairman and Managing

Director)

9/9

Yes

3

3

Nil

Mr. Rajesh Vardhan (Joint Managing Director)

9/9

Yes

3

3

Nil

Mr. Anshul Gupta (Whole Time Director)

8/9

Yes

0

1

Nil

Non-Executive/Independent Directors Mr. Arvind Kothari 8/9 Yes 1 6 5

Mr. Awadhesh Kumar 3/9 Yes 0 2 Nil Mr. Kishore Vussonji

(Resigned w.e.f 13th July 2012)

0/9

Yes

6

2

Nil



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Mr. Naman Seth

(Resigned w.e.f 22nd April 2012)

0/9

Yes

0

1

Nil

Mr. Shailesh Jogani (Appointed as an

Additional Director w.e.f. 9th August 2013)

N.A.

N.A.

N.A.

1

Nil

* Does not include Directorship of Private Companies. Audit Committee:

The role of the audit committee includes the following: 1. 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. 2. Recommending to the Board, the appointment, re-appointment and, if required, the

replacement or removal of the statutory auditor and the fixation of audit fees. 3. Approval of payment to statutory auditors for any other services rendered by the statutory

auditors. 4. Reviewing, with the management, the annual financial statements before submission to the

Board for approval, with particular reference to: a. Matters required to be included in the Director’s Responsibility Statement to be

included in the Board’s report in terms of clause (2AA) of section 217 of the Companies Act, 1956

b. Changes, if any, in accounting policies and practices and reasons for the same c. Major accounting entries involving estimates based on the exercise of judgment by

management d. Significant adjustments made in the financial statements arising out of audit findings e. Compliance with listing and other legal requirements relating to financial statements f. Disclosure of any related party transactions g. Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval

6. Reviewing, with the management, performance of statutory and adequacy of the internal control systems.

7. 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.

8. 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.

9. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee reviews the following information:

1. Management discussion and analysis of financial condition and results of operations; 2. Statement of significant related party transactions (as defined by the audit committee),

submitted by management; 3. Management letters / letters of internal control weaknesses issued by the statutory

auditors; 4. Internal audit reports relating to internal control weaknesses; and



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5. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee

During the year the committee met 4 times on 7th May 2012, 10th August 2012, 10th November 2012 and 08th February 2013. The composition and the attendance of Directors at these meeting are as follows:

Name of Member Status Category of Directors No. of meetings attended

Mr. Arvind Kothari Chairman Independent Non Executive

4/4

Mr. Awadhesh Kumar Member Independent Non Executive

4/4

Mr. Rajesh Vardhan Member Promoter, Executive 4/4

Remuneration committee:

A Remuneration Committee has been constituted by the Board of Directors to review and / or determine the remuneration package of the executive Directors of the Company in accordance with the guidelines laid out by statute and the listing agreement with the Bombay Stock Exchange. A meeting was held during the financial year on 06th July, 2012 The Composition of Committee and the attendance is given below:

Name of Member Status No. of meetings attended

Mr. Arvind Kothari Chairman 1

Mr. Awadhesh Kumar Member 1 Mr. Kishore Vussonji (Resigned

w.e.f 13.07.2012) Member 1

Mr. Shailesh Jogani ( Appointed w.e.f 09.08.2013)

Member

N.A.

Details of remuneration of the Directors for the financial period ended 31st March, 2013.

Directors (Amt in Rs.) Name Salary Bonus Total Mr. Anshul Gupta 600000 50000 650000

Shareholders and Investor Grievances Committee: a) The meetings of the Shareholders & Investors Grievances Committee were held on 26th April

2012, 17th May 2012. The composition of Shareholder & Investor Grievance Committee and the attendance at the meetings of the committee is given below:

Name of Member

Status No. of meetings attended

Mr. Arvind Kothari Chairman 2/2 Mr. Ramesh Vardhan Member 2/2 Mr. Anshul Gupta Member 2/2



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b) This Committee approves transfers/ transmission of shares, registering of transfers, issue of share certificates, processing the requests for dematerialization etc to provide, issue and furnish all the information, reports and other documents to the shareholders as may be required by them from time to time and reviews the queries and complaints received from the shareholders and to take steps for their redressal.

General Body Meetings: Location and time of previous Annual General Meetings:

Year Venue Date Time 2011-2012 Survey No.35/10

Lohop Village, Khalapur Taluka, Nr.Vithoba Industrial Estate.Raigad Dist. Maharashtra

27th September, 2012

4.00 p.m.

2010-2011 Survey No.35/10 Lohop Village, Khalapur Taluka, Nr.Vithoba Industrial Estate.Raigad Dist. Maharashtra

30th September 2011

11.00 a.m.

2009-2010

Survey No.35/10 Lohop Village, Khalapur Taluka, Nr.Vithoba Industrial Estate.Raigad Dist. Maharashtra

30th December 2010

11.00 a.m.

The Following Ordinary Resolutions were passed by postal ballot during the last three years:

1. Ordinary Resolution for Increasing Authorised Share Capital from 10,00,00,000/- to 25,00,00,000/- on 15th June 2012

2. Ordinary Resolution for offering shares on Right basis in the Ratio of 2:1 on 15th June 2012.

The Following Special Resolutions were passed by postal ballot during the last three years:

1. Special Resolution for altering the other object clause of the Memorandum of Association on 15th June 2012.

2. Special Resolution for Commencement of New Business on 15th June 2012.



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Disclosures:

i) Details of transactions with related parties during the year are as follows

Disclosure of related party transactions as per AS – 18 I. Particulars of related parties:

Means of communication:

The Quarterly, half-yearly and the annual financial results, shareholding patterns and other documents are furnished to the Bombay Stock Exchange as per the listing agreement to enable them to put them on their web-sites. The Company has complied with Clause 54 of the Listing Agreement whereby the Company has updated its website containing basic information about the Company e.g details of business, financial information, shareholding pattern, compliance with corporate governance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances. Code of conduct:

Declaration of compliance with the Code of conduct as provided in Clause 49 of the Listing Agreement with the Bombay Stock Exchange.

The Company has obtained from all the members of the Board and Senior Management affirmation that they have complied with the Code of Business conduct and Ethics for Directors and Senior Management in respect of the financial period from 1st April 2012 to 31st March 2013. The code of conduct is also posted on the website of the Company.

a) Where Control Exists None

b) Key Management Personnel Ramesh B. Vardhan Rajesh B. Vardhan Anshul G. Gupta

c) Relatives of Key Management Personnel

None

d) e)

Joint Venture Other Related Parties

Diviniti Vardhan Capital & Finance Limited Vardhman Growmore Developers Private Limited Vardhman Home Developers Private Limited Vardhman Developers Limited



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General Shareholders' Information:

1. Annual General Meeting:

Date and Time : 2nd September 2013 at 03:00 P.M Venue : Survey No.35/10

Lohop Village, Khalapur Taluka, Nr.Vithoba Industrial Estate.

Raigad Dist-410 220 Maharashtra. 2. Financial Calendar : S.No. Quarter Ending Last Date 1 Results for the Quarter ended 30th June 2013 By 14th August, 2013 2 Results for the Quarter ended 30th September 2013 By 14th November, 2013 3 Results for the Quarter ended 31st December 2013 By 14th February, 2014 4 Results for the Quarter and Year ended 31st March 2014 By 30th May, 2014. 5 Annual General Meeting for the year ended 31st March 2014 By 30th September, 2014.

3. Book Closure:

From Thursday, 27th August, 2013 to Monday, 2nd September, 2013 both dates inclusive.

4. Dividend:

The Board of Directors of the Company has not recommended dividend for the year.

5. Listing On Stock Exchange: a) Bombay Stock Exchange Limited

6. Stock Code:

Bombay Stock Exchange - 531444

7. Stock price Data:

Month BSE Prices High (Rs.) Low (Rs.) April, 2012 18.55 14.55 May, 2012 19.70 18.75 June, 2012 19.40 18.05 July, 2012 17.20 9.50 August, 2012 14.95 9.09 September, 2012 17.50 13.84 October, 2012 16.65 11.80 November, 2012 12.40 12.00 December, 2012 12.40 12.00 January, 2013 12.60 11.80 February, 2013 11.98 11.98 March, 2013 11.97 11.97



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8. Registrar and Transfer Agents:

Link Intime India Private Limited Add: C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup(W), Mumbai-400078 E-mail : [email protected]

9. Share Transfer System : Shares lodged for transfer at the registered office are sent to Registrars and normally processed within 15 days and approved in the Share Transfer Committee Meeting and are transferred in the name of the transferee and sent by the Registrar.

10. Shareholding Pattern

Category of Shareholder

No. of

Shareholders

Total No. of Shares

Total No. of Shares held

in Dematerialize

d Form

Total Shareholding as a % of total No. of

Shares

Shares pledged or Shares pledged or

otherwise encumbered

As a %

of (A+B)

As a % of

(A+B+C)

Number of

shares

As a % of Total No. of Shares

(A) Shareholding of Promoter and Promoter Group

1. Indian

Individuals / Hindu Undivided Family 14 1,995,293 1,995,193 27.8805 27.8805 240000 12.0283

Bodies Corporate 2 4,97,788 4,97,788 6.9556 6.9556 - - Any Others (Specify) - - Directors 3 921756 9,21,756 12.8798 12.8798 - - Relatives of Directors 2 500000 500000 6.9866 6.9866

Sub Total

21 39,14,837 39,14,737 54.7025 54.7025 240000 6.1305

2. Foreign

Individuals (Non-Residents Individuals / Foreign Individuals)

3 460,000 404,900 6.4276 6.4276 - -

Sub Total 3 460,000 404,900 6.4276 6.4276 - -

Total shareholding of Promoter and Promoter Group (A)

24 4374837 4319637 61.1301 61.1301 240000 5.4859



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(B) Public Shareholding (1) Institutions - - - - - - - (2) Non-Institutions Bodies Corporate 40 6,23,574 6,12,674 8.7133 8.7133 - - Individuals - -

Individual shareholders holding nominal share capital up to Rs. 1 lakh

1,579 9,39,586 6,23,586 13.1289 13.1289 -

-

Individual shareholders holding nominal share capital in excess of Rs. 1 lakh

31 11,12,054 8,70,454 15.5389 15.5389 - -

Any Others (Specify) - - Non Resident Indians (Repat) 8 50111 5011 0.7002 0.7002 Non Resident Indians (Non Repat) 4 50401 50401 0.7043 0.7043

Overseas Bodies Corporate 0 0 0 0 0 - - Clearing Members 7 6,037 6,037 0.0844 0.0844 - - Directors/Relatives 0 0 0 0 0 - - Trusts 0 0 0 0 0 - - Sub Total 1,669 2,781,763 2168163 38.8699 38.8699 - - Total Public shareholding (B) 1,669 2,781,763 2168163 38.8699 38.8699 - -

Total (A)+(B) 1,693 7156600 6487800 100.00 100.00 2,40,000 3.3535 (C) Shares held by Custodians and against which Depository Receipts have been issued

- - - - - - -

(1) Promoter and Promoter Group - - - - - - -

(2) Public - - - - - - - Sub Total - - - - - - -

Total (A)+(B)+(C) 1,693 7156600 6487800 100.00 100.00 2,40,000 3.3535

11. Investors' Grievances : There were no pending Investor Grievances as on 31st March, 2013

12. Plant Locations:

M/s. Vardhman Concrete Limited, Add: Survey No.35/10

Lohop Village, Khalapur Taluka, Nr.Vithoba Industrial Estate. Raigad Dist 410-220 Maharashtra.



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13. Address for correspondence :

M/s. Vardhman Concrete Limited, Add: 120, Commerce House, N.M. Road, Fort, MUMBAI - 400 001.

Phone No. 022- 2267 2268 By Order of the Board

Dated: 9th August, 2013 Place: Mumbai Sd/- Ramesh Vardhan Chairman and Managing Director

Sd/- Rajesh Vardhan Joint Managing Director



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Certification To,

The Board of Directors

Vardhman Concrete Limited

The financial statements and the cash flow statement for the financial period ended on 31st March,

2013 have been reviewed and that to the best of my knowledge and belief:

1. These statements do not contain any materially untrue statement or omit any material fact

or contain statements that might be misleading;

2. These statements together present a true and fair view of the Company’s affairs and are in

compliance with existing accounting standards, applicable laws and regulations.

3. There are, to the best of my knowledge and belief, no transactions entered into by the

Company during the year, which are fraudulent, illegal or violating the Company’s code of

conduct.

4. I accept responsibility for establishing and maintaining internal controls for financial

reporting and that they have evaluated the effectiveness of internal control systems of the

Company pertaining to financial reporting and they have disclosed to the auditors and the

Audit Committee, deficiencies in the internal controls and the steps they have taken or

propose to take to rectify these deficiencies.

5. It has been indicated to the auditors and the Audit committee that

a) Significant changes in internal control over financial reporting during the year;

b) Significant changes in accounting policies during the year and that the same have been

disclosed in the notes to the financial statements; and

c) There have been no instances of significant fraud of the management or an employee.

For Vardhman Concrete Limited

Sd/-

Ramesh Vardhan

Chairman & Managing Director



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Auditors certificate on Compliance of conditions of Corporate Governance Under Clause 49 of the Listing Agreement.

To The Members Vardhman Concrete Limited We have examined the compliance of conditions of corporate governance by Vardhman Concrete Ltd. (“the Company”) for the period ended on March 31, 2013 as stipulated in clause 49 of the Listing Agreement of the said Company with stock exchange. The compliance of conditions of corporate governance is the responsibility of the management of the Company. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit not 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 substantially complied with the conditions of Corporate Governance as stipulated in the abovementioned Listing Agreement except for the following:

i. There have been minor delays in submission of the documents required to be filed with the Stock Exchange

ii. There have been minor delays in the Share transfer procedures and redressal of Investor Grievances.

iii. The Company did not have a full time Company Secretary upto February 2013. We further state that such compliance is neither as 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.

For Priti J. Sheth & Associates Company Secretaries

Sd/- Priti J. Sheth Place: Mumbai (Proprietor) Dated: 9th August, 2013 C.P. No.: 5518 FCS. No.: 6833



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INDEPENDENT AUDITORS REPORT TO, THE MEMBERS OF VARDHMAN CONCRETE LIMITED,

Report on the Financial Statements.

We have audited the accompanying financial statements of VARDHMAN CONCRETE LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control 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 or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. 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. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) in the case of the Profit and Loss Account, of the loss for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on



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that date.

Emphasis of Matter a. The Company is a sick Company in terms of the Sick Industrial Companies (Special Provision) Act, 1985 but has not made an application, to Board for Industrial and Financial Reconstruction for being declared as a Sick Company. The Company has prepared their accounts on “going concern” basis. Attention of the members is invited to Note 31 regarding the financial statements of the Company having been prepared on a going concern basis, notwithstanding the fact that its net worth is completely eroded. However, as explained by the Management, the Company has large order in hand hence its ability to continue, interalia, is dependent on the generation of cash flow, profits from there execution and on the Company’s ability to infuse requisite funds for meeting its obligations. b. Confirmations are not available in respect of Trade receivables of Rs. 595.44 Lacs and Short term loans and advances of Rs. 171.23 lacs. The management is constantly following up to obtain the said confirmations.(Refer Note no. 34a) c. Trade receivables include Rs. 361.97 lacs due from a debtor, which is outstanding since long time. The management has taken necessary steps including legal recourse to recover the same. The management is hopeful for recovery of same, hence no provision has been considered necessary. (Refer Note No. 34b)

d. There are certain claims and matters under arbitration which may have significant impact on the net worth and the financial statements of the Company. [Refer Note 22 (b) & 22 (c)].

Consequential Impact of above on the net worth and financial statements of the Company is presently not ascertainable, hence not quantifiable. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 2. As required by section 227(3) of the Act, we report that: a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit; b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books. c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account. d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;



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e. on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

For Amar Bafna & Associ ates Chartered Accountants FRN: 114854W

Sd/- Amar Bafna Partner M. No. : 048639 Place : Mumbai Date : 30th May,2013.



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Annexure to the Auditors' Report

VARDHMAN CONCRETE LIMITED

(refer our report of even date)

(i) (a) The Company is in the process of updating records showing full particulars, including quantities details and situation of Fixed Assets.

(b) As explained to us by the management, the assets have been physically verified at the end of the period at various sites by the site-in charge and no major discrepancies were noticed to the extent available records. The frequency of verification needs to be strengthened considering the size and the nature of the business of the Company.

(c) As per the information and explanations given to us, during the year, the Company has not disposed off any substantial part of fixed assets that would affect the going concern.

(ii) (a) As explained to us, the inventories have been physically verified by the site-in charge of the respective sites at year end. In our opinion, the frequency of verification is reasonable. (b) In our opinion, the procedure of physical verification of inventory followed by the management is considered to be reasonable (c) As per the information and explanations given to us, the Company is maintaining proper records of inventory. In our opinion, discrepancies if any, noticed on physical verification of stocks, to the extent verified, were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

(iii) (a) In our opinion and according to the information and explanations given to us, the Company has not given any secured or unsecured loans to Companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and hence reporting under clause (iii) (b), (c) and (d) in respect of the other terms and condition is not applicable to the Company in this respect. (e) In our opinion and according to the information and explanations given to us, the Company has taken loans from 3 parties covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount outstanding during the period aggregates to Rs. 1757.26 Lacs and at the year end the outstanding balance of the said loans is Rs. 1757.26 Lacs. (f) In our opinion and according to the information and explanation given to us, the term and condition of the loans are prima facie not prejudicial to the interest of the Company. (g) Though the period of said loans are not fixed, as explained to us, none of them are overdue.

(iv) In our opinion, and according to the information and explanations given to us, there are reasonable internal control procedures commensurate with the size of the Company and nature of its business with regard to purchase of inventories and fixed assets and for the sale of goods and services. In our opinion and according to the information and explanations given to us, during the course of our audit, we have neither come across nor have we been informed of any instances of major weakness in the internal control. However overall controls need to be strengthened.



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(v) (a) According to the information and explanations given to us, the transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 so have been entered. There are no transactions of sale of services in excess of Rs.5 lacs with party entered into the said register. (b) Reporting regarding the prevailing market prices in clause (v)(b) of the said order is not applicable.

(vi) According to the information and explanations given to us, the Company has not accepted deposits as referred to in Section 58A and Section 58AA of the Companies Act, 1956 and the rules framed there under.

(vii) In our opinion and according to the explanation and information given to us, during the period under audit, the Company has an Internal Audit system that commensurate with size of organisation.

(viii) As per the information and explanations given to us, the Central Government has not

prescribed the maintenance of Cost Records under section 209 (i)(d) of the Companies Act, 1956 in respect of any products of the Company.

(ix) (a) In our opinion and according to the explanation and information given to us the Company has been generally irregular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Tax Deducted at Source, Service Tax and other statutory dues wherever applicable. The details of undisputed statutory dues outstanding for a period of more than six months from the date they became payable are as under:

Name of the statute Period to which

the Amount Relates

Amount (in Rs)

a) Maharashtra Value Added Tax FY 2010-11 1,11,734

b) Maharashtra Value Added Tax FY 2011-12 8,90,557

c) Service Tax FY 2010-11 34,18,521

d) Service Tax FY 2011-12 1,21,720

e) Service Tax FY 2012-13 22,164

TOTAL 45,64,696

(b) According to the information and explanations given to us, there are no amounts of disputed statutory dues which have not been deposited with the concerned authorities.

(x) The Company has accumulated losses of more than 50% of its net worth at the end of the financial year and has incurred cash losses during the year and also in immediately preceding financial period. The Company has not made an application, to Board for Industrial and Financial Reconstruction for being declared as a Sick Company.

(xi) Based on our audit procedures and the information and explanations given by management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.



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(xii) Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) According to the information and explanations given to us, the Company is not a chit fund Company or nidhi /mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the Company is not dealing or

trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor’s Report) Order 2003 are not applicable to the Company.

(xv) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the period and hence reporting thereof does not arise.

(xvi) According to the information and explanation given to us, the Company has not raised any term loans during the year.

(xvii) According to the information and explanations given to us and on an overall examination of

the balance sheet of the Company, we report that the no funds raised on short-term basis have been used for long term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or Companies

covered in the register maintained under section 301 of the Companies Act. 1956. (xix) The Company does not have any outstanding debentures and therefore the question of

creating securities thereon does not arise. (xx) The Company has not raised any money by public issues during the year. Hence the question

of verification and reporting in respect of use of such monies does not arise. (xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair

view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Amar Bafna & Associ ates Chartered Accountants FRN: 114854W

Sd/- Amar Bafna Partner M. No. : 048639

Place : Mumbai Date : 30th May,2013.



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VARDHMAN CONCRETE LIMITED Regd Off.: Survey No. 35/10, Lohop Village, Khalapur Taluka, Raigad District.

PROXY FORM

I/We ______________________________________________________________________________ Of _____________________________________________________________________________________ Being a member/members of above named Company hereby appoint of ______________ __________________________________ or failing him / her _____________________________ of _______________________________________________________ as may / our proxy to attend and vote on my / our behalf at the 30th Annual General Meeting of the Company to be held on Monday, 2nd September 2013 or at any adjournment thereof.. Signed this ___________________ day of _____________ 2013. Note : This instrument of proxy shall be deposited at the Registered Office of the Company not less than 48 hours before the time of holding the meeting

VARDHMAN CONCRETE LIMITED Regd Off.: Survey No. 35/10, Lohop Village, Khalapur Taluka, Raigad District.

ATTENDANCE SLIP

PLEASE COMPLETE THIS ATTENDENCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL. Name of the attending Member ___________________________________________ Member’s Folio Number ___________________________________________ DP ID ___________________________________________ Client ID ___________________________________________ Name of the Proxy (In Block Letters) __________________________________________ (To be filled in if the Proxy attends instead of the Member) (No. of Shares held: _________________________________________________________ I hereby record my presence at the 30TH Annual General Meeting at the registered Office of the Company at Survey No. 35/10, Lohop Village, Khalapur Taluka, Raigad District to be held on Monday, 2nd September 2013 or at any adjournment thereof. Member’s / Proxy Signature

Affix Rupee One

Revenue Stamp

Here

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