Directors Report of Vardhman Concrete Ltd.

Mar 31, 2024

The Board of Directors hereby presents the report of the business and operations of your Company, along with the audited financial statements, for the financial year ended March 31, 2024. In line with the requirements of the Companies Act, 2013 and the rules framed thereunder, this report covers the financial results and other developments during the Financial Year 1^st April 2023 to 31^st March 2024.

1. Summary of operation/results:

The financial results of the Company for the year ended March 31, 2024 as compared to that of previous year are summarized as under:

(Amount in Rs.)
Particulars	For the year ended March 31, 2024	For the year ended March 31, 2023
Total Income	2,69,566	2,95,772
(less) Expenses	13,314,804	44,52,507
Profit/ (Loss) Before Income Tax	-13,045,238	-41,56,735
(less) Taxes	-11,14,90	-11,09,71
Net Profit/ (Loss) after tax	-1,29,33,748	-40,45,764

2. Company''s Affairs

During the financial year ended March 31, 2024, the Company has incurred loss of Rs 1.29 crores as against the total income of Rs. 2.69 Lacs and net loss of Rs 40.45 Lacs incurred during the previous financial year ended March 31, 2023.

3. Transfer to General Reserves

During the year, no amount has been transferred to general reserves.

4. Dividend

Your Board does not recommend any dividend for the financial year ended March 31, 2024.

5. Transfer of Unclaimed / Unpaid Amount

The Company was not required to transfer the amount of any unclaimed/unpaid dividend to Investor Education Protection Fund in accordance of the provisions of Section 125(2) of the

Companies Act, 2013.

6. Change in the Nature of Business

There are no changes in the nature of business during the Financial Year ended March 31, 2024 and till the date of issue of this report.

7. Deposits

The Company has not accepted any deposits during the financial year as defined Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014; hence there is no default of re-payment, and any unpaid / unclaimed deposits, as on March 31, 2024.

8. Internal Financial Control (IFC)

Your Company''s internal control system (including Internal Financial Controls with reference to financial statements) ensures efficiency, reliability and completeness of accounting records and timely preparations of reliable financial and management information, compliance with all applicable laws and regulations, optimum utilization and the protection of the Company''s assets.

9. Significant and Material Orders passed by the Regulators or Courts or Tribunals

There are no significant material orders passed by the Regulators/ Courts/Tribunals which would impact the going concern status of the Company and its future operations.

However, there are certain legal disputes and claims which are under arbitration proceedings before judiciary authorities. The outcome of these proceedings against the Company may have significant impact on the loss for the quarter and net worth of the Company as on March 31, 2023, the amount whereof is not presently ascertainable.

10. Subsidiary, Associate and Joint Ventures Companies

The Company does not have any subsidiary as per Clause 2(87) or associate as per Clause 2(6) of the Companies Act, 2013. The Company has entered into Joint Venture named "Divinity" and "DKS(JV)" for construction of Low cost housing and related infrastructure.

11. Performance and Financial Position of Subsidiary, Associate and Joint Venture Companies

The Company has no subsidiary. The Company had entered into a Joint Venture named "Divinity" and "DKS(JV)" for construction of low cost housing and related infrastructure work. The accounts of the "Divinity" and "DKS(JV)" do not form part of the financial statement of the Company as the same have not been finalized till date.

12. Share Capital

During the year under review there was no change in the share capital of the Company.

A) Issue of Equity Shares with Differential Rights: The Company has not issued any equity shares with differential rights during the Financial Year ended on March 31, 2024.

B) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Shares during the Financial Year ended on March 31, 2024.

C) Issue of Employee Stock Options: The Company has not issued any Employee Stock Options during the Financial Year ended on March 31, 2024.

Pursuant to Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"), outgoing promoters have submitted request cum undertaking for reclassification from the ''promoter and promoter group'' category to ''public'' category shareholder of the Company during the year under review.

The application for reclassification shall be made to Stock Exchange as required after obtaining shareholders'' approval.

13. Statutory Auditors

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/ s. G.P. Sharma & Co LLP, Chartered Accountants (FRN 109957W/W100247), were appointed as Statutory Auditors of the Company at the Annual General Meeting of the Company held on 30^th September 2019 to hold the office till the conclusion of the this Annual General Meeting.

M/ s. G.P. Sharma & Co LLP, Chartered Accountants (FRN 109957W/W100247) are eligible for being reappointed as the Statutory Auditors of the Company.

As per Section 139 of the Companies Act 2013, the Directors recommend their appointment in this Annual General Meeting for 5 consecutive Financial Years from 1^st April 2024 to 31^st March 2029.

14. Auditor''s Report

Disclaimer	Opinion/Clarification
We draw attention to note no. 25 of the attached financial statement regarding the financial statements of the Company having been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has been continuously incurring losses since last several years and its net-worth stands substantially eroded. These conditions indicate the existence of uncertainty that may cast doubt about the Company''s ability to continue as a going concern	The Company has received large order in hand hence its ability to continue, inter-alia, is dependent on the generation of cash flow, profits from their execution and on the Company''s ability to infuse requisite funds for meeting its obligations.
We draw your attention to Note No 27 and 28 Overdue Trade Receivables of Rs. 36197.3 thousands and Advances and Deposits (included in the current assets) of Rs. 22296.72 thousands which in our opinion is doubtful for recovery and appropriate provision should be made. However, as explained by the Management, the Company is making concerted efforts to recover the same and is confident of recovery in due course. Hence no provision is considered necessary at present. Further aforesaid balances are subject to confirmation/reconciliations and subsequent to adjustments, if any. As explained by the Management that there would not be any impact on loss for the year ended March 31, 2024 after such reconciliation. b. There are certain legal disputes and claims which are under arbitration proceedings before judiciary authorities. The outcome of these proceedings against the Company may have significant impact on the loss for the quarter and net worth of the Company as on March 31, 2024, the amount whereof is not presently ascertainable.	There are certain legal disputes and claims which are under arbitration proceedings before judiciary authorities. The outcome of these proceedings against the Company may have significant impact on the loss for the quarter and net worth of the Company as on March 31, 2024, the amount whereof is not presently ascertainable.
We draw attention to Note no. 29, Financials of	The Financials of Joint Venture M/s. Divinity are

Joint Venture M/s. Divinity for the Financial year 2024 are not available and accordingly the management has taken the balance sheet as on March 2018.

prepared by JV partners and the same not been received by Company.

15. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules made thereunder the Board has appointed M/s. Priti J Sheth & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2024.

16. Secretarial Audit Report

The Secretarial Audit Report for the financial year ended March 31, 2024 is included as "Annexure A" and forms an integral part of this report.

17. Directors Comment on qualification or observation

Our Secretarial auditors have qualified their report for the following Non- Compliances and the Opinion/ clarification on the said non-compliances are as follows:-

Remarks	Opinion/Clarifications
The Company has not appointed an internal auditor required to be appointed by the company pursuant to Section 138 of the Companies Act, 2013 and Companies (Accounts) Rules, 2014;	Due to low business operations, the Company has not appointed an internal auditor; however, considering the business environment, the management is in the process to appoint one.
The Company has not prepared consolidated financial statements of the Company and its joint venture ''Divinity'' for the year ended 31st March, 2024 and has not attached along with its financial statement, a separate statement in Form AOC - 1 containing the salient features of the financial statements of ''Divinity'' pursuant to Section 129(3), of the Companies Act, 2013 read with Companies (Accounts) Rules, 2013;	The Financials of Joint Venture M/s. Divinity are prepared by JV partners and the same has not been received by Company. Hence, the Company was not able to report the figures in AOC 1 and prepare the consolidated financials.
Some Shares are held by the promoters in Physical Form.	The Company has intimidated the promoters to convert the said shares into DEMAT which are presently held by the promoter in physical form.

Other remarks are self-explanatory and do not require any further clarifications.

18. Board of Directors and Key Managerial Personnel

The Composition of Board of Directors of the Company as on March 31, 2024 is as follows:

Sr. No.	Name of Director/KMP	DIN	Category
1.	Vishal Vardhan	03043125	Promoter, Managing Director
2.	Ramesh Vardhan	00207488	Promoter, Non-Executive Director
3.	Rajesh Vardhan	00199986	Promoter, Non Executive Director
4.	Shailesh Jogani	06644699	Independent Non-Executive Director
5.	Saroj Rathod	09718657	Independent Non-Executive Director
6.	Trishala Kanungo	BUXPK1724K	Chief Financial Officer
7.	Krati Patel	FBUPP8348Q	Company Secretary and Compliance Officer

During the financial year ended 31^st March, 2024 following changes took place in the composition of the Board:

a. Retirement by rotation:

Pursuant to provisions of Companies Act, 2013, Mr. Vishal Vardhan (DIN: 03043125) retires by rotation at the ensuing AGM of the Company and being eligible seeks re-appointment.

b. Reappointment:

Pursuant to the provisions of Companies Act, 2013, Mr. Vishal Vardhan (DIN: 03043125) is proposed to be reappointed as Managing Director of the Company in this AGM for a period of 3 years with effect from 29^th March, 2025 to 28^th March, 2028.

19. Declaration by Independent Director

The Company has received necessary declarations from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

In the opinion of the Board, the Independent Directors appointed during the year possess appropriate balance of skills, experience and knowledge that enable the Board to discharge its

functions and duties effectively.

20. Familiarization programme for independent Directors

All independent directors appointed on the Board attended a familiarization programme.

After appointment a formal letter is issued to the independent directors outlining his/her roles, functions, duties and responsibilities.

21. Performance Evaluation of the Board/Committees and Independent Directors

The Board of Directors have evaluated the overall performance of the Board as a whole and also of each director individually including the Independent Director and found the same to be satisfactory.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The performance of the committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as composition of Committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings.

22. Independent Director''s Meeting

During the year under review, the Independent Directors met once on 10^th November, 2023 inter alia, to discuss:

Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole taking into account the views of Executive and Non-Executive Directors;

Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated;

Evaluation of the quality, content and timelines of flow of information between the Management and the board that is necessary for the Board to effectively and reasonably perform its duties.

23. Extract of Annual Return

The Annual Return of the Company for the financial year ended March 31, 2024 will be available on the website of the Company i.e. www.vardhmanconcreteltd.com once submitted to ROC.

24. Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 in respect of Corporate Social Responsibility are not applicable to the Company.

25. Board Meetings

During the Financial Year 2023-24; the Board of Directors duly met four times on 28^th April, 2023, 14^th August 2023, 10^th November 2023 and 20^th January, 2024.

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

26. Committees of the Board

Currently, the Board has three committees the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders'' Relationship Committee.

The details of the committees of the Board as on 31^st March, 2024 are as follows:

a) Audit Committee

The Audit Committee of Directors is constituted as per the provisions of Section 177 of the Companies Act, 2013. The Composition of Audit Committee is as follows.

Sr. No.	Name of Director	DIN	Category
1.	Ms. Saroj Rathod	09718657	Independent Non-Executive Director
2.	Mr. Shailesh Jogani (Chairman)	06644699	Independent Non-Executive Director
3.	Mr. Rajesh Vardhan	00199986	Promoter, Non-Executive Director

The Audit Committee duly met 4 times during the financial year i.e on 28 ^th April 2023, 14^th August 2023, 10^th November 2023 and 20^th January, 2024.

b) Nomination & Remuneration Committee

The Nomination & Remuneration Committee of Directors is constituted in accordance with the requirements of Section 178 of the Companies Act, 2013. The Composition of Nomination and Remuneration Committee is as follows:

Sr. No.	Name of Director	DIN	Category
1.	Ms. Saroj Rathod	09718657	Independent Non-Executive Director
2.	Mr. Shailesh Jogani (Chairman)	06644699	Independent Non-Executive Director
3.	Mr. Rajesh Vardhan	00199986	Promoter, Non-Executive Director

The Nomination & Remuneration Committee met twice during the financial year i.e on 14^th August, 2023 and 20^th January, 2024.

c) Stakeholders Relationship Committee

Pursuant to Section 178 of the Companies Act, 2013, the Board of Directors has constituted the Stakeholders Relationship Committee. The Composition of Stakeholders Relationship Committee is as follows:

Sr. No.	Name of Director	DIN	Category
1	Ms. Saroj Rathod	09718657	Independent Non-Executive Director
2	Mr. Ramesh Vardhan	00207488	Promoter, Non-Executive Director
3	Mr. Rajesh Vardhan	00199986	Promoter, Non-Executive Director

The Stakeholders Relationship Committee met once during the financial year i.e on 14^th August, 2023.

27. Particulars of transaction between the Company and the Non-Executive Directors

During the year under review the Company has not entered into any Transaction with its NonExecutive Directors.

28. Particulars of Loans, Guarantees and Investments

The Company has not given any loans or made any investment during the financial year ended on March 31, 2024.

The Company has provided security in compliance with section 186 of the Companies Act, 2013.

29. Related Party Transactions

The Company has not entered into any transactions with related parties falling under the purview of section 188 of the Companies Act 2013 and Rules made there under.

30. Particulars of remuneration to directors, key managerial persons and employees

During the year under review, there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures need to be made under the said section.

There is only one employee i.e. Company Secretary and the details of Company Secretary in terms of remuneration drawn pursuant to rule 5(1) of Companies (Appointment and Remuneration) Rules, 2014 is enclosed as "Annexure B" to the Board''s Report.

31. Conversion of Energy, Technology Absorption, foreign exchange earnings and outgo

The information relating to conservation of energy and technology absorption foreign exchange earnings and outgo by the Company is annexed to the report as "Annexure C".

32. Material changes and commitments

There are no material Changes and Commitments affecting the Financial Position of the Company from 01^st April, 2024 till the date of issue of this report.

Outgoing promoters of the Company will be reflected as "public category shareholder" once the application for reclassification is approved by the Shareholders and Stock Exchange.

33. Policy on Director''s appointment and remuneration

The current policy of the Company is to have an optimum combination of both executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management.

The policy of the Company on director''s appointment and remuneration, including criteria for determining qualifications, independence of director and other matters, as required under Section 178(3) of the Companies Act, 2013 is available on our website (www.vardhmanconcreteltd.com). There has been no change in the policy since the last financial year.

34. Risk Management Policy

The Board of Directors in consultation with the Audit Committee has framed a policy for management and mitigation of risk faced by them in its day to day operations, further the Board of Directors and the Senior Management of the Company have been entrusted with the responsibility of identification, development and implementation of the same across the organization.

35. Vigil Mechanism/ Whistle Blower Policy

The Company has a vigil mechanism/whistle blower policy to provide for adequate safeguard against victimization of person who use such mechanism and make provision for direct access to the chairperson of audit committee.

36. Corporate Governance

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, provide threshold for applicability of corporate governance rules. Your company does not exceed such threshold. Hence, provision of corporate governance is not applicable to your company.

37. Management Discussion and Analysis

The Management Discussion and Analysis report as per the SEBI (Listing Obligations and Disclosures) Regulations, 2015 forms integral part of this Annual Report.

38. Maintenance of Cost Records

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

39. Fraud Reported by Auditors

During the year under review, there have been no instances of fraud, which required the Statutory Auditors to report to the Audit Committee and / or Board or Central Government under Section 143(12) of Act and Rules framed thereunder.

40. Directors'' Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013 in relation to financial statements for the year

ended 31^st March 2024, the Board of Directors state that:

a. In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. The Directors had 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;

d. The Directors had prepared the Annual Accounts on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

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.

41. Prevention of Sexual Harassment of Women at workplace

In order to prevent sexual harassment of women at workplace your company has adopted a policy for prevention of Sexual harassment of women at workplace. During the year under review, the Company has not received any complaints in this regard.

42. Internal Complaints Committee

Your Company was not required to constitute the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013].

43. Details of Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at end of the Financial Year

During the Financial Year 2023-24, there was no application made and proceeding initiated/ pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/ or Operational Creditors against your Company.

44. Details of difference between amount of the valuation done at the time of One Time Settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the Reasons thereof

As Company has not availed any loan from a bank or financial institution, these disclosures are not applicable to the Company.

45. Agreements binding listed entities

Agreement binding on listed entity is placed on the website of the Company ie. https: / / www.vardhmanconcreteltd.com.

46. Acknowledgements

Your Directors wish to place on record their sense of appreciation for the excellent support received from the government authorities, bankers and consultants in the working of the Company.

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their report and accounts for the financial year ended March 31st 2015.

Financial Results:

The key financial parameters for the year ended March 31st 2015 are:

(Amount in Rs.)

Particulars For the year ended For the year ended March 31, 2015 March 31, 2014

Revenues from Operations 32,02,312 4,21,93,737

(less) Expenses 66,40,182 2,93,81,855

Profit/(Loss) Before Income Tax (34,37,870) 1,28,11,882

Net Profit/(Loss) after Tax (37,34,652) 1,65,68,971

Company's Affairs

In the financial year 2014-2015, the Company has incurred as loss of INR 37,34,652/- as compared to Profit made in previous year i.e. INR 1,65,68,971/- during the financial year 2013-2014.

Dividend

As the Company has inured loss, the Board of Directors don't not recommended any Dividend for Financial Year 2014 -2015

Transfer to reserves

The Company has not made any transfers to the reserves.

Deposits

The Company has not accepted any deposits during the financial year as defined Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

Share Capital

A) Issue of Equity Shares with Differential Rights: The Company has not issued any equity shares with differential rights during the Financial Year 2014 - 2015.

B) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Shares during the Financial Year 2014 - 2015.

C) Issue of Employee Stock Options: The Company has not issued any Employee Stock Options during the Financial Year 2014 - 2015.

Change in the Nature of Business

There are no changes in the nature of business during the Financial Year 2014 - 2015.

There are no material Changes and Commitments affecting the Financial Position of the Company from 01st April, 2015 till the date of issue of this report.

Board of Directors and Changes in KMP

During the year under review following Changes took place in Constitution and Composition of Board of Directors of the Company.

Sr. No. Name of Director Particulars of Change

1. Mr. Awadhesh Kumar Resigned as Non Executive Independent Director Due to pre- occupation

2. Ms. Foram Bhanukumar Appointment as an Additional Non Mehta Executive Independent Director

Sr. No. Name of Director Date of Change

1. Mr. Awadhesh Kumar 04th November, 2014

2. Ms. Foram Bhanukumar 31st March,2015 Mehta

In accordance with the provisions of the Companies Act, 2013, Mr. Rajesh Babulal Vardhan (DIN: 00199986) retires by rotation at ensuing Annual General Meeting and is eligible for reappointment. The Board hereby recommends his re-appointment.

Mr. Kinnar Prakash Chhaya resigned as Company Secretary in whole time employment of the Company with effect from 24th May 2015

Board Meetings

During the Financial Year 2014 - 2015, the Board of Directors duly met Six times. More information regarding the Board meetings are been included in the Corporate Governance Report.

Declaration by Independent Directors:

All the Independent Directors have given the declarations that they meet the criteria for Independence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement.

Board Evaluation:

Pursuant to the provisions of the Companies Act 2013, and clause 49 of the Listing Agreement , a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, composition of the Board and its committee, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and Non - Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Audit Committee

The composition of the Audit Committee and the number of Audit Committee meetings held during the Financial Year 2014 - 2015 forms a part of the Corporate Governance Report.

Nomination and Remuneration Committee

The company has policies framed for remuneration and appointment of directors, Key managerial personnel and senior management of the company. The composition and policies forms a part of the Corporate Governance Report.

Particulars of transaction between the Company and the Non Executive Directors

During the year under review the Company has not entered into any Transaction with its Non Executive Directors

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Auditor's confirming compliances, forms an integral part of this Report.

Vigil Mechanism for Directors and Employees

The Company has a Vigil Mechanism policy to report genuine concerns or grievances. The detail forms a part of the Corporate Governance Report.

Internal Financial Control and their Adequacy

The Company has internal financial control and risk mitigation system which is constantly assessed and strengthened. The Audit committee actively reviews the adequacy and effectiveness of the Internal Financial control and suggests the improvements for the same.

Risk Management Policy

The Board of Directors in consultation with the Audit Committee has framed a policy for management and mitigation of risk faced by the in its day to day operations, further the Board of Directors and the Senior

Management of the Company have been entrusted with the responsibility of identification, development and implementation of the same across the organization.

Corporate Social Responsibility

The provisions of Section 135 with regards to Corporate Social Responsibility are not applicable to the Company.

Conservation of Energy and Technology Absorption

The information relating to conservation of energy and technology absorption by the Company is annexed to the report as "Annexure A"

Extract of Annual Return

The Extract of Annual Return in form MGT-9 as prescribed under the provisions of Section 92 of the Companies Act, 2013 is annexed to the report as "Annexure B"

Auditors' Report:

The Statements made by the Auditors in their report are self-explanatory and doesn't require any comments by the Board of Directors.

Statutory Auditors

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors recommend to the shareholders to ratify the appointment of M/s. Amar Bafna & Associates, Chartered Accountants, Mumbai [Firm Registration No. 114854W], as Statutory Auditors of the Company for F.Y. 2015-2016, who were for 5 consecutive Financial year in the 31st Annual General Meeting of the Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules made there under the Company has appointed M/s. Priti J Sheth & Associates, a firm of Company Secretaries in Practice (C.P. No 5518) to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is included as "Annexure C" and forms an integral part of this report.

With regards to the remarks by the Secretarial Auditor of the Company, the management would state as under:

1. Mr. Awadesh Kumar resigned as Non Executive Independent Director w.e.f. 04th November, 2014 and there was a minor delay of filing the casual vacancy caused as the Company was looking out for an Independent Non- Executive Independent Women Director and the same has been ratified by appointment of Ms. Foram Mehta as Additional Non Executive Independent Director w.e.f. 31st March 2015.

2. Mr. Ramesh Vardhan and Mr. Rajesh Vardhan are KMP's in more than 2 Companies, and they are in process of reducing the same within the prescribed limits as required under the Companies Act, 2013.

3. The Company is in process of appointing a CFO as required by provisions of Section 203 of the Companies Act, 2013.

Directors' Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013 in relation to financial statements for the year ended 31st March 2015, the Board of Directors state that:

a. In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures

b. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. The Directors had 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;

d. The Directors had prepared the Annual Accounts on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

f. 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.

Related Party Transactions

The Company has not entered into any transactions with related parties falling under the purview of section 188 of the Companies Act 2013 and Rules made there under.

Particulars of Loans, Guarantees and Investments

The Company has not made any loans, given any guarantees or made any investment during the F.Y. 2014- 2015

Particulars of Employees

The Company wishes to place on record their appreciation to the contribution made by the employees to the operations of the company during the period.

During the year under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures need to be made under the said section.

Performance and Financial Position of Subsidiary, Associate and Joint Venture Companies:

The Company has no subsidiary; The Company has entered into a Joint Venture named "Diviniti" for Construction of Low Cost Housing and related Infrastructure work.

A Statement containing salient features of Financial Statement of "Diviniti" (Joint Venture) in Form AOC-1 is annexed hereto as "Annexure D"

Acknowledgements

Your Directors wish to place on record their sense of appreciation for the excellent support received from the government authorities, bankers, consultants and the dedicated efforts of all employees in the working of the Company.

By Order of the Board

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

Mr. Ramesh Vardhan Mr. Rajesh Vardhan Date : 13th August, 2015 Managing Director Managing Director Place: Mumbai DIN: 00207488 DIN: 00199986

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their report and accounts for the year ended March 31st 2014.

Financial Results:

The key financial parameters for the year ended March 31st 2014 are:

(Rs. In Lakhs)

Particulars Year ended Year ended 31.03.2014 31.03.2013

Total Income 421.94 60.20

Profit Before Tax 128.12 (80.71)

Less: Income-Tax including deferred tax (37.57) (3.70)

Profit after tax 165.69 (77.00)

Dividend:

The Board has not recommended any dividend on equity Shares for the year under review.

Board of Directors:

During the year under review following Changes took place in Constitution and Composition of Board of Directors of the Company.

Sr. Name of Director Particulars of Change Date of Change No.

1. Naman Sheth Resignation 22nd April, 2013

2. *Shailesh Jogani Appointment as Additional Director 09th August, 2013

*Appointment of Mr. Shailesh Jogani, as an Additional Director was regualrised by the shareholders in the Annual General Meeting held on 02nd September, 2013.

In accordance with the provisions of the Companies Act, 2013, Mr. Anshul Gupta (DIN: 00366622) retires by rotation at ensuing Annual General Meeting and is eligible reappointment. The Board hereby recommends his re- appointment.

In accordance with the provisions of the Companies Act, 2013 read with Clause 49 of the Listing Agreement, the Board of Directors recommend the following Directors to be appointed as Non Executive Independent Director for a term of 5 consecutive years in the ensuing Annual General Meeting of the Company.

Mr. Awadhesh Kumar Mr. Arvind Kumar Kothari Mr. Shailesh Jogani

Auditors:

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s. Amar Bafna & Associates, Chartered Accountants, Mumbai [Firm Registration No. 114854W] being eligible to be appointed as Statutory Auditors of the Company are recommended by the Board to be appointed as Statutory Auditors of the Company in the ensuing Annual General Meeting of the Company, to hold the office from the conclusion of this Annual General Meeting until the conclusion of the Sixth Annual General Meeting of the Company to be held thereafter.

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.

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 2013-2014 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, Companies Act 2013 and the listing agreement executed with the Stock Exchange 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.

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: - 14th August, 2014 Chairman and Managing Director DIN:00207488

Registered Office: Survey No.35/10, Lohop Village, Khalapur Taluka, -----SD----- Raigad District Rajesh Vardhan Pin: 410220 Joint Managing Director DIN:00199986

---

Mar 31, 2013

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 Year ended 31.03.2013 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.

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.

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

---

Jun 30, 2010

The Directors present the Twenty Seventh Annual Report along with the Audited Statement of Accounts for the financial year ended 30th June 2010

FINANCIAL RESULTS Year ended Period ended 30/6/2010 31/3/2009 (Rs. in lakhs) (Rs. in lakhs)

Income from operation & other income 977.96 531.01

Profit before depreciation and tax (248.38) (424.33)

Depreciation 29.86 39.78

Income-Tax including deferred tax (3.83) 1.81

Profit after Tax (274.41) (465.93)

Add: Balance B/f. (1122.94) (658.06)

Balance C/f. to Balance sheet (1419.46) (1122.94)



DIVIDEND:

In view of the loss, your Directors do not recommend any dividend for the year.

BOARD OF DIRECTORS:

In terms of the provisions of the Articles of Association Mr. Rohit Kapadia and Mr. Arvind Kothari retire by rotation and being eligible offer themselves for re- appointment.

Mr. Dilip Vardhan resigned as a Director of the company w.e.f. 28th April 2010

There were no other changes amongst the Directors

AUDITORS :

M/s. Chokshi & Chokshi, Chartered Accountants retire at the forthcoming Annual General Meeting of the Company and it is proposed to re appoint them as the Auditors of the company to hold office from the conclusion of the forthcoming Annual General Meeting to the conclusion of the next Annual General Meeting of the company.

AUDITORS REPORT:

With reference to the Qualifications made by the Auditors in their Report for the financial period ended 30th June 2010. The company is passing through a major restructuring phase, where planned efforts have been taken to complete all existing loss making projects and also, extensive efforts have gone in to enhance the order book of the company. The company has positioned itself as taking major works in the field of low cost housing for the government, apart from the works from private developers. Therefore, the company has laid foundation of revivng in near future. Moreover in the opinion of the board the company does not attract the provisions of the Sick Industrial companies act and therefore does not feel the need to be declared as a sick company. The company is also initiating to pay the interest liabilities.

The doubtful debtors are written off and the balances which are mentioned in the accounts are recoverable and the company is in the process of recovering the same. As of the creditors the company considers them good and payable.

Rs. 90.52/- lakhs is included in advances in respect of invoked bank guarantee as it was wrongly invoked and the company is in the process of recovering it back from the party.

There are certain claims and matters under pending arbitration matters for variation of works and one side claims made by the company, the company is seeking legal advice and that none of the counter claims are legally teneable. Any decision on the claims may not have significant impact on the networth and financial statements of the company.

The other comments made by the Auditors are self explanatory.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act 1956 the Directors confirm the following in respect of the audited annual accounts for the financial period ended 30th June 2010.

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

ii) that the Directors have selected such accounting policies and applied them consistently and made judgment and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the period ended 30th June 2010 and of the loss of the Company for that period.

iii) that the Directors has taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and deflecting fraud and other irregularities.

iv) that the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

As per the Listing Agreement with the Stock Exchange your Company is required to comply with the requirements of Corporate Governance. The report on Corporate Governance is annexed forming a part of this report.

CHANGE IN NAME :

The name of the company was changed from Stresscrete India Limited to Vardhman Concrete Limited with effect from 22nd April 2010

CONSERVATION OF ENERGY AND FOREIGN TECHNOLOGY ABSORBTION:

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:

The Companys Shares are listed in the Bombay Stock Exchange, Mumbai. The Directors regret the suspension of trading of the shares and is in process to revoke the same.

CASH FLOW STATEMENT:

In pursuant to the Listing Agreement the cash flow statement is annexed and forms part of this report.

ACKNOWLEDGEMENT:

The Board of Directors acknowledges the assistance, contribution and support received from Government, Authorities, Banks, Suppliers, customers, employees and the Share holders of the Company for their valued support extended to the Company. By Order of the Board

Ramesh Vardhan Rajesh Vardhan

Chairman & Managing Director Jt. Managing Director

Dated: 03.12.10

Place: Mumbai

Registered Office :

Survey No.35/10

Lohop Village,Khalapur Taluka,

Nr.Vithoba Industrial Estate.

Raigad Dist. Maharashtra.