Vijay Shanthi Builders Ltd (ONF) (090915) · Vijay Shanthi Education Trust and also the founder of Darshan Dental College at Udaipur. Mr Chandan Kumar under his leadership has brought

CREATING

LIVING SPACE

vijayshanthibuilders.com

Annual Report

BOARD OF DIRECTORS

MR SURESH KUMAR, Managing Director (Resigned w.e.f 13.11.2014)

MR CHANDAN KUMAR, Managing Director

MR DVB PRASAD, Whole Time Director

MR TARUN KUMAR RAMDAS (Resigned W.e.f. 29.09.2014)

MR S SIVA SUBRAMANIAM

MR M BALASUBRAMANIAM

MS REVATHY RAMAKRISHNA

COMPANY SECRETARY

MS HIRAL RASIK PATEL(Resigned wef 28.08.2014)MS KAMAKSHI KRISHNAN(Appointed wef 16.02.2015)

AUDITORS

M/S. V. RAMARATNAM & COChartered AccountantsNew No 26 Old No 1154th Street, AbiramanpuramChennai - 600 018.

INTERNAL AUDITORS

M/S. SANJIV SHAH & ASSOCIATESChartered AccountantsAdarsh Apartment, II Floor,No.80 Vepery High Road,Vepery, Chennai - 600 007.

LEGAL ADVISORS

MR SATISH PARASARAN, Advocate13, 18th Street, Dr. Radhakrishnan Road,Mylapore, Chennai - 600 004.

BANKERS

ICICI Bank, Chennai HDFC Bank, ChennaiSouth Indian Bank, Chennai

SHARES LISTED WITH

BSE LTD, MumbaiNATIONAL STOCK EXCHANGE OF INDIA LIMITED, Mumbai

REGISTRAR AND SHARE

TRANSFER AGENTS

CAMEO CORPORATE SERVICES LTD.‘Subramanian Building’No.1 Club House RoadChennai - 600 002.Tel: 044 - 28460390 (6 Lines)Fax: 044 - 28460129Email id: [email protected]

REGISTERED OFFICE

ADDRESS

VIJAY SHANTHI BUILDERS LIMITED No.20/43, Kasthuri Rangan road, Alwarpet, Chennai - 600 018.Tel: 044 - 4000 4600 Fax: 044 - 4000 4666Email id: [email protected]

CONTENTS Page No.

NOTICE TO SHARE HOLDERS 1

DIRECTORS REPORT 7

CORPORATE GOVERNANCE REPORT 30

INDEPENDENT AUDITOR’S REPORT 49

BALANCE SHEET 53

STATEMENT OF PROFIT & LOSS 54

CASH FLOW STATEMENT 55

NOTES TO THE FINANCIAL STATEMENT 58

ATTENDANCE AND ADMISSION SLIP 78

NOTICE TO SHAREHOLDERS

Notice is hereby given that the Twenty Fourth Annual General Meeting of the Company will be held on Wednesday, the 30th September 2015 at 10.30 AM at Padmavathy Hall, No.93 Arcot Road, Virugambakkam, Chennai – 600 092 to transact the following business:

ORDINARY BUSINESS:

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

1. To adopt the Audited Financial statement for the year ended 31st March, 2015 along with the report of the Board of Directors and Auditors thereon.

2. To elect Director

a. To appoint a Director in place of Mr Chandan Kumar (DIN: 00262521) who retires by rotation and being eligible offers himself for re – appointment.

3. Appointment of Statutory Auditors

RESOLVED THAT the appointment of M/s V Ramaratnam & Co., Chartered Accountants, Chennai (Registration No: 002956S) the retiring statutory auditors be and are hereby reappointed as the Statutory Auditors of the company to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting on a remuneration as may be fixed by the Board of Directors of the Company.

SPECIAL BUSINESS:

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

4. Reappointment of Mr DVB Prasad (DIN: 02001256) as the Whole Time Director of the Company for a period of three years effective from 1st March 2015.

RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 and other applicable provisions of the Companies Act, 2013 and the rules made there under, read with Schedule V to the Companies Act, 2013 and as recommended by Nomination & Remuneration committee and approved by the Board of Directors of the Company, Mr. DVB Prasad (DIN: 02001256) be and is hereby appointed as the Whole Time Director of the Company for a period of three years with effect from 1st March, 2015 at a remuneration of Rs.1,75,000/- (Rupees One Lakh Seventy Five Thousand) per month along with other perquisites as follows:

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

b. Contribution towards Gratuity Fund as per Company Rules.

RESOLVED FURTHER THAT in the event of the Company having no profits or inadequate profits, the Company shall pay remuneration subject to the compliance of Schedule V of Companies Act 2013.

Date: 11th June 2015Place: Chennai

For and On behalf of the Board

CHANDAN KUMAR

Managing Director DIN:00262521

Financial Statements | 1Vijay Shanthi Builders Ltd.

EXPLANATORY NOTES

STATEMENT TO RESOLUTION NO. 4 PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013

The Board has re-appointed Mr DVB Prasad (DIN: 02001256) as the Whole Time Director of the Company, for a period of three years with effect from 1st March 2015, in terms of Section 196, 197, 203 and other applicable provisions of the Companies Act, 2013 and the rules made there under, read with Schedule V to the Companies Act, 2013.

The appointment and the remuneration, as recommended by the Nomination and Remuneration Committee and approved by the Board is therefore required to be approved by the shareholders of the Company, as per the requirement of Section 196 and Section 197 of Companies Act, 2013.

None of the Directors or key Managerial Personnel of the Company and their relatives except Mr. DVB Prasad, being the appointee Director, is in any way, concerned or interested, financially or otherwise, in the resolution set out in the Agenda No.4.

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

Particulars of Director seeking Re – Appointment (Agenda No.2) in the forthcoming Annual General

Meeting pursuant to clause 49 of the listing agreement.

MR CHANDAN KUMAR

Born on 14th December 1964, Mr Chandan Kumar, is a graduate with more than two decades of exposure to construction industry. Mr Chandan Kumar (DIN: 00262521) is the driving force for the successful operation of the company. He has been associated with the Company since its inception as promoter and is also one of the first directors of the Company. He is responsible for the overall working of the Company and is instrumental in making strategic decisions for the Company. Mr Jain has received various awards including the “India Today Group – Realty Wizard of Tamilnadu 2014”. He is a patron member of Chandra Prabhu Jain College, founder trustee of Vijay Shanthi Education Trust and also the founder of Darshan Dental College at Udaipur.

Mr Chandan Kumar under his leadership has brought laurels to the Company and the Company has yet again bagged the “CNBC AWAAZ Real Estate Awards 2014” – Under the Mid Segment Category for the Project Silent Valley. He holds 4,983,600 shares of the Company as on 31st March 2015. He is also the Managing Director of Darshan Housing and Infrastructure Limited and holds Directorship in Vijay Shanthi Developers Private Limited. However he does not receive remuneration from both these companies.

He is Member of the Audit Committee and Share Transfer / Shareholders & Investors Grievance Committee. He is not related to any of the Directors in the Company.

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

Particulars of Director seeking Re – Appointment (Agenda No.4) in the forthcoming Annual General

Meeting pursuant to clause 49 of the listing agreement.

MR DVB PRASAD

Born on 22nd April 1962, Mr DVB Prasad (DIN: 02001256) is with the company since inception. Joining the company as an Engineer, he has worked his way upwards in the organizational structure of the company due to his sheer dedication and hard work, rising to the level of Whole Time Director of the Company. He is heading the hardcore project team, which includes design and execution of projects. Leading a team of civil engineers, Mr Prasad monitors the overall brick by brick construction of each project of the company with a strong emphasis in the quality of construction as well as timely delivery of the projects. Managing various projects at the same time, catering to different segments of people is an art by itself and Mr. Prasad has perfected the art over the years. As on 31st March 2015 he has 3,300 shares of the Company. Mr. DVB Prasad is a member of Share Transfer / Shareholders & Investors Grievance Committee of the Company and also a Director of Darshan Housing and Infrastructure Limited. However he does not receive any remuneration from the company. He is not related to any of the Directors of the Company.

None of the Directors or key Managerial Personnel of the Company and their relatives except Mr. DVB Prasad, the appointee Director, is in any way, concerned or interested, financially or otherwise, in the resolution set out in the Agenda No.4.


NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A

PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF. A PROXY NEED NOT BE A MEMBER OF THE

COMPANY.

A person can act as a proxy on behalf of Members not exceeding fifty (50) in number and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. However, a Member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as a proxy and such person shall not act as proxy for any other person or shareholder

2. The instrument appointing proxy should be deposited with the Registered Office of the Company not less than 48 hours before the commencement of Annual General Meeting.

3. A statement pursuant to Section 102(1) of the Companies Act, 2013 setting out the material facts in respect of Special business in Agenda No.4 of the Notice is annexed hereto.

4. Corporate Members intending to send their authorized representatives to attend the Meeting pursuant to Section 113 of the Companies Act, 2013 are requested to send to the Company, a certified copy of the relevant Board Resolution together with their respective specimen signatures authorizing their representative(s) to attend and vote on their behalf at the Meeting.

5. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the Meeting.

6. The Register of Members and Share Transfer Books of the Company shall remain closed from 24thSeptember, 2015 to 30thSeptember, 2015, both days inclusive for the purpose of the AGM.

7. Members holding shares in dematerialized mode are requested to intimate all changes pertaining to their Bank details, change in address etc., to their Depository participant and also to the Company’s Registrar and Share Transfer Agent.

8. Members requiring information on the Accounts are requested to write to the Company at least fifteen days before the date of the Meeting so that the required information could be kept ready.

9. Since, Sections 124 and 125 of the Companies Act, 2013 are yet to be notified, in terms of section 205A read with Section 205C of the Companies Act, 1956, the dividend declared by the Company for earlier years, which remain unclaimed for a period of Seven Years will be transferred on due dates to the Investor Education and Protection Fund (IEPF), established by the Central Government. The Particulars of due dates for transfer of such Unclaimed Dividends to IEPF are furnished below:

Pursuant to Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed

amount lying with Companies) Rules 2012, the Company will provide / host the required details of unclaimed amounts (as on 30th September 2015) referred to under Section 205C (2) of the Companies Act, 1956 on its website and also in the website of the Ministry of Corporate Affairs.

Details of dividend declared by the Company for the financial year 2007 - 2008 and onwards are given below:

**Please note that as per Section 205A read with Section 205C of the Companies Act, 1956, the Company has

to transfer the pending amount lying in the Unpaid Dividend account to Investor Education and Protection Fund

within 30 days from the due date. Hence the said amount will be transferred accordingly.

Financial yearDate of

declaration ofdividend

Date of transfer to unpaid divided account

Due date for transferto Investor Educationand Protection Fund

2007-08 29.09.2008 28.10.2008 28.10.2015**

2008-09 30.09.2009 29.10.2009 29.10.2016

2009-10 27.09.2010 26.10.2010 26.10.2017

2010-11 28.09.2011 27.10.2011 27.10.2018

2011-12 28.09.2012 27.10.2012 27.10.2019

2012-13 30.09.2013 29.10.2013 29.10.2020


Members who have not so far received / encashed dividend for the aforesaid years are requested to seek payment of dividend by writing to the Company immediately. Members are also requested to note that no claims shall lie against the said fund or the Company in respect of any amounts which were unclaimed and unpaid for seven years from the date they first became due for payment and no payment shall be made in respect of any such claims.

10. Members are requested to bring their attendance slips duly completed and signed mentioning therein details of their DP ID and Client ID/ Folio No.

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

12. Members who are holding shares in more than one folio are requested to intimate to the Registrars the details of all their folio numbers for consolidation into a single folio.

13. Relevant documents referred to in the accompanying Notice and in the Explanatory Statements are open for inspection by the Members at the Company’s Registered Office on all working days of the Company, during business hours upto the date of the Meeting. Business Hours: Monday to Friday - 09.30 am to 05.30 pm.

Saturday - 09.30 am to 01.00 pm

14. Electronic copy of the Annual Report and the Notice of the Annual General Meeting of the Company inter alia indicating the process and manner of remote e-voting along with the attendance slip and proxy form are being sent to all members whose email address are registered with the Depositary Participant(s) for communication purposes. For members who have not registered their email address, physical copies of the above mentioned documents are being sent in the permitted modes of despatch.

15. Member may also note that the Notice of the Annual General Meeting and the Annual Report will also be available on the Company’s website www.vijayshanthibuilders.com for download. The Physical copies of such documents will also be available at the Company’s registered office in Chennai for inspection during normal business hours on working days. Members desiring to receive the reports in physical form, even after registering for e-mail mode, may request for the same, upon which reports will be dispatched free of cost. For any communication in this regard, members may send their requests to [email protected]

16. E-VOTING FACILITY

In terms of section 108 of the Companies Act, 2013, read with rule 20 of the Companies (Management and Administration) Rules, 2014, as amended by Companies (Management and Administration) Amendment Rules, 2015 and clause 35B of the listing agreement the company is pleased to provide e-voting facility, a mandatory requirement for listed companies. The facility for casting votes by the members using an electronic voting system from a place other than venue of the annual general meeting (“remote evoting”)will be provided by Central Depository Services (India) Limited (CDSL). The instructions for shareholders voting electronically are as under:

1. The voting period begins on 27th September 2015 at 9.00 AM and ends on 29th September 2015 by 05.00 P.M. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 23rd September 2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

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

(ii) The shareholders should log on to the e-voting website www.evotingindia.com (iii) Click on Shareholders. (iv) Enter your User ID as categorized below a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company. (v) Enter the Image Verification as displayed and click on login (vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an

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


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

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

(ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

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

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

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

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

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

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

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

(xvii) If Demat account holder has forgotten the login password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xviii) Note for Non – Individual Shareholders and Custodians

on to www.evotingindia.comand register themselves as Corporates.

[email protected]

The Compliance user would be able to link the account(s) for which they wish to vote on.

PAN

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders

Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

Dividend Bank Details OR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (DOB) (in dd/mm/yyyy format) as recorded in your demat account or in the company records for the said demat account or folio.

If both the details are not recorded with the depository or company please enter member id/ folio number in the Dividend Bank details field as mentioned in instruction (iv)


and on approval of the accounts they would be able to cast their vote.

Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com,under help section or write an email to [email protected].

2. The Annual Report is sent to all the shareholders who are the members of the Company as on 4th September

2015.

3. In terms of recent amendment to the Companies (Management and Administration) Rules, 2014 with respect to the voting through electronic means, the Company is also offering the facility for voting by way of physical ballot at the AGM. The Members attending the meeting should note that those who are entitled to vote but have not exercised their right to vote by remote e-voting, may vote at the AGM through ballot for all businesses specified in the accompanying Notice. The Members who have exercised their right to vote by remote e- voting may attend the AGM but shall not vote at the AGM. The Voting rights of the Members shall be in proportion to their shares of the paid – up equity share capital of the Company as on the cut – off date

being 23rd September 2015.

4. Any person, who acquires shares of the Company and becomes a member of the Company after the despatch of the notice and holding shares as of the cut - off date i.e. 23rd September 2015 should follow the same procedure as mentioned above for e-Voting. All the shareholders who were the members of the company but who do not hold the shares of the company as on the cut – off date i.e. 23rd September 2015 shall not be eligible to participate in the Annual General Meeting and also to caste their e – vote.

5. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 23rd September 2015.

6. Mr R Muthukrishnan, Practising Company Secretary (Membership No FCS 6775), Chennai, has been appointed as the Scrutinizer to scrutinise the e-voting process in a fair and transparent manner.

7. The Scrutinizer shall, immediately after the conclusion of voting at the General Meeting, first count the votes cast at the meeting, thereafter unlock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the company and present the report not later than three days of conclusion of the meeting, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same and the Chairman shall declare the results of the voting forthwith, which shall not be later than 05.00 pm.,

3rd October 2015.

8. The result declared, along with the Scrutinizer’s report shall be placed on the company’s website www.vijayshanthibuilders.com and on the website of the CDSL after the result is declared by the Chairman and also be communicated to the Stock Exchange where the company is listed.


For and On behalf of the Board

CHANDAN KUMAR

Managing Director

DIN:00262521


DIRECTORS REPORT

1. FINANCIAL HIGHLIGHTS

Financial resultsYear ended

31.03.2015

Year ended

31.03.2014

Income from sales / other operation

Sales 6457.28 6555.36

Other Income 53.10 74.90

Total Revenue 6510.39 6630.26

Total Expenditure 6122.58 5799.95

Gross Profit (Before Depn. & Tax) 387.81 830.31

Financial Overheads 50.22 147.21

Depreciation 50.46 78.13

Profit Before Tax 287.13 604.97

Exceptional Items 0.00 0.00

Provision for Tax 99.22 199.07

Profit after Current Tax 187.91 405.90

Less: Deferred Tax -0.01 -1.27

Net Profit 187.92 407.16

Add: Surplus From Previous Year 4753.81 4406.65

Profit available for appropriation 4941.73 4813.81

Less: General Reserve 0.00 60

Less: Transfer to Debenture Redemption Reserve 1625 0.00

Less: Transfer of Written down value of Assets 13.66 0.00

Proposed Dividend 0.00 0.00

Dividend Tax 0.00 0.00

Balance Carried Forward 3303.07 4753.81

Earnings Per Share (EPS) 0.72 1.55

2. DIVIDEND

With a view to conserve the resources for its ongoing projects and future launches the company has not declared dividend for the financial year 2014 – 15.

3. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material changes and commitments affecting the financial position of the company between 31st March 2015 and the date of Board’s Report 11th June 2015.

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

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

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

i. Industry Structure and Development

The company is in the property development industry, wherein large sets of organized and unorganized players’ co-exist. With increase in standard of living over the last decade in India need for housing has tremendously increased and the same is also fuelled by increased in availability of home loans. The market has enough space for big, medium and small players catering to different segment of home buyers.

Amount (Rs.In Lakhs)


ii. Business Outlook

The real estate industry across the country continues to suffer from oversupply, low absorption levels and rise in QTS (quarter to sell unsold inventory) and high prices .A low absorption rate is also leading to a rise in the QTS and the amount of time taken to sell the unsold inventory. The dip in absorption rates and rise in unsold inventory on the other hand has also forced developers to delay their project launches. Even as the residential real estate sales declined, the prices have only firmed up as a result of the rising input cost and higher borrowing cost. The Union Budget 2015 did not announce any measure to benefit either demand or supply in the sector. Moreover, the increase in service tax will also affect the market. The unavailability of funds at lower rates of interest continues to plague real estate developers in India. Silver linings for 2015 are the likely commencement of REIT-led investments in India’s commercial real estate; any effect brought in by REITs on the real estate market will, however, take a long time to materialize.

While commercial real estate is expecting to see much action, residential housing may lag. Any benefit coming from introduction of REITs is likely to remain confined to commercial real estate. While developers in the residential segment may not see REIT funds coming their way, other factors may play out in their favour. “The housing market is likely to see a shift from luxury towards affordable housing projects, with affordable price points hopefully leading to higher absorption levels. Developer emphasis on clearing inventory levels and meeting construction deadlines is seen as an encouraging step for the segment.

Future Outlook

With infrastructure on priority for the government and economic boom, with FDI coming big way the demand for housing is bound to have a double growth.

iii. Operational Overview

During the year under review, the Company has executed and handed over 2 residential projects Mystiq, Silent Valley covering a saleable area of 1.28 Lakhs square feet.

Ongoing Projects

Project Name Location Saleable Area (Sq. Ft.)

Boulevard Vandalur Kelambakkam Road, Kandigai 4.1 Lakh

The Art Kothari Road, Nugambakkam 1.21 Lakh

I Sky Villas Perungudi 0.43 Lakh

Future Projects

Fortune Square Ratnamangalam 2.36 Lakh

Eternal Spring Ambattur 4.03 Lakh

Ark Oragadam 3.85 Lakh

Ela Thandalam 5.22 Lakh

Lush Pammal 0.98 Lakh

Awards

CNBC AWAAZ Real Estate Awards 2014 - Mid Segment Category for the Project Silent Valley

iv. Opportunities and Threats

The slow process of land reforms, the requirement of multiple approvals for construction industry and tardy infrastructure development outside the cities have continued to be a burden on industry. Apart from this non – regulation of unorganized players in the industry continued to be a threat for the organized sector and for the customers at large. Currently, Chennai being the second most preferred destination in the country for the migrants from the other parts of the country; a lot of opportunities are available for the industry.


v. Segment wise Performance

The Company has only one segment that is developing and promoting of residential apartments. Hence there is no requirement of segment wise reporting

vi. Risks and Concerns

1. Market risk- Market risk is mainly caused by the demand uncertainty. 2. Completion risks- Completion risks refer to technical risks during and after the completion of a project. 3. Institutional risks- Institutional risks are related to the political uncertainties in a specific situation.

vii. Risk Management Policy

The Board has established a Risk Management Policy which formalizes the Company’s approach to overview and manage business risks. The policy is implemented through identifying, assessing, monitoring and managing key risks across the Company.

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

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

viii. Internal Financial Control

There are adequate internal financial controls in place with reference to the financial statements. During the year under review, these controls were evaluated and no significant weakness was identified either in the design or operation of the controls.

ix. Discussion of Financial Performance

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

X. Human Resource Development

The Company considers its human resource as an asset of the Company. The Company prides in having well-oiled human resource machinery which has been one of the pillars for the growth of the company over the years. We have also developed an appropriate blend of professionals, constantly thinking and executing innovative and cost effective solutions to every client’s requirements. Thanks to its unique professionalism that embodies a code of ethics, a committed and farsighted management team Vijay Shanthi has registered consistent growth over the years, ever since its inception.

6. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013, with respect to Directors’ Responsibility Statement, it is hereby stated -

i. that in the preparation of annual accounts for the financial year ended 31stMarch, 2015, the applicable Accounting Standards had been followed and that there were no material departures;

ii. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the directors had prepared the accounts for the financial year ended 31stMarch, 2015 on a “going concern basis”;

v. that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Financial Statements | 9 Vijay Shanthi Builders Ltd.

7. FINANCIAL PERFORMANCE & POSITION OF SUBSIDIARY AND ASSOCIATE COMPANIES

The company does not have any subsidiary company nor any associate company within the meaning of Section 2(6) of the Companies Act, 2013

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Independent Directors

Mr S Siva Subramaniam (DIN: 00763122) , Dr M Balasubramaiam (DIN:05151060) and Ms Revathy Ramakrishna (DIN:05128878) were appointed as the Independent Directors of the Company for a period of 3 years upto 28th September 2017 in the 23rd Annual General meeting of the Company held on 29th Septemember 2014.

All Independent Directors have declared that they met all the criteria of independence as provided under Section 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement.

Separate Meeting of Independent Directors (IDs)

During the year under review, a separate meeting of IDs was held on 12th February, 2015 and the IDs reviewed the performance of:

(i) Non-IDs viz., Mr Chandan Kumar, Managing Director and Mr DVB Prasad, Whole Time Director

(ii) The board as a whole.

They also assessed the quality, quantity and timeliness of flow of information between the Company’s Management and the Board that are necessary for the Board to effectively and reasonably perform their duties.

All the IDs were present at the meeting

ii. Women Director

In terms of Section 149 of the Companies Act 2013 read with the Companies (Appointment and Qualification of Directors), Rules, 2014 and Clause 49 of the Listing Agreement, the Company is required to have a woman director on its board.

Ms Revathy Ramakrishna (DIN:05128878) was appointed as the Independent Director of the Company for a

period of 3 years upto 28th September 2017 in the 23rd Annual General meeting of the Company held on 29th

Septemember 2014.

iii. Retirement of Directors by Rotation

In terms of the provisions of sub-section (6) read with explanation to Section 152 of the Companies Act 2013 two-thirds of the total number of directors i.e., excluding IDs, are liable to retire by rotation and out of which, one-third are liable to retire by rotation at every annual general meeting.

Mr Chandan Kumar (DIN: 00262521), Director who is liable to retire by rotation, at the AGM, and being eligible, offers himself for re-appointment.

iv. Executive Directors

Managing Director

During the year, Mr Suresh Kumar, Managing Directorowing to his personal commitments resigned from the Board with effect from 13th November 2014.

Whole Time Director (WTD)

Mr DVB Prasad (DIN:02001256) was appointed as the Whole Time Director of the Company for a period of three years commencing from 1st March 2012 in the Board meeting held on 23rd March 2012 and the same was approved by the shareholders in their meeting held on 28th September 2012.

During the year, the Board at its meeting held on 12th February 2015 based on the recommendation of the


Nomination and Remuneration Committee (NRC) reappointed Mr DVB Prasad as the Whole Time Director of the Company for a further period of three years effective from 1st March 2015 on such terms and conditions, subject to the approval of the shareholders at the AGM.

Both the NRC and the board observed that the proposed appointment of Mr DVB Prasad as WTD also satisfies the requirements of the provisions of sub-section (3) of Section 196 of the Companies Act 2013 and also part I of Schedule V of the Companies Act 2013, dealing with the eligibility for appointment of managing directors/whole time director

The brief resume of the directors proposed to be reappointed and other relevant information have been furnished in the Notice convening the annual general meeting of the Company. Appropriate resolutions for their appointment / re-appointment are being placed for approval of the shareholders at the AGM. The directors, therefore, recommend their appointment / re-appointment as directors of the Company.

v. Key Managerial Personnel

As per Companies Act 2013 the persons holding the post of Managing Director, Joint Managing Director, Whole Time Director and Company Secretary are the Key Managerial Personnel of the Company.

Ms Hiral Rasik Patel resigned from the post of the Company Secretary of the Company with effect from 28th August 2014.

Ms Kamakshi Krishnan was appointed as the Company Secretary of the Company with effect from 16th February 2015 in the Board meeting held on 12th February 2015

Mr Chandan Kumar, Managing Director, Mr DVB Prasad whole Time Director and Ms Kamakshi Krishnan Company Secretary are the Key Managerial Personnel of the Company.

vi. Nomination and Remuneration Policy

The Nomination and Remuneration Committee of Directors (NRC) reviews the composition of the board, to ensure that there is an appropriate mix of abilities, experience and diversity to serve the interests of all shareholders and the Company.

During the year, in accordance with the requirements under Section 178 of theCompanies Act 2013 and Clause 49 of Listing Agreement, the NRC formulated a Nomination and Remuneration Policy to govern the terms of nomination / appointment and remuneration of (i) Directors, (ii) Key Managerial Personnel (KMPs) of the Company. The same was approved by the board at its meeting held on 16th October, 2014.

The NRC will review the profile of persons and the most suitable person is either recommended for appointment by the board or is recommended to shareholders for their election.

NRC will ensure that any person(s) who is / are appointed or continues in the employment of the Company as its executive chairman, managing director, whole-time director shall comply with the conditions as laid out under Part I of Schedule V to the Companies Act 2013. NRC will ensure that any appointment of a person as an independent Director of the Company will be made in accordance with the provisions of Section 149 read with Schedule IV of the Companies Act 2013 along with any other applicable provisions and Clause 49 of the Listing Agreement.

vii. Evaluation of the Board, Committee and Directors

During the year, as recommended by the Nomination and Remuneration Committee, an evaluation framework was adopted by the Board. Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board carried out an annual performance evaluation of its own performance, the Directors individually as well as the working of its various Committees. Structured questionnaires were prepared, after taking into consideration the feedback of the Directors. The overall Board evaluation covered various aspects of the Board’s functioning in terms of structure, governance, dynamics of functioning besides the financial reporting process, internal controls and risk management.

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

evaluation of the Non-Independent Directors was carried out by the Independent Directors at their separate meeting.


viii. Number of Board Meeting held

The number of board meetings held during the financial year 2014-15 was 14 (Fourteen) and more details are provided as part of Corporate Governance Report prepared in terms of Clause 49 of the Listing Agreement.

9. AUDITORS

Statutory Auditors

The Company at its twenty third AGM held on 29th September 2014 appointed M/s V Ramaratnam & Co., Chartered Accountants, Chennai, having Firm Registration No.0029565S as statutory auditors of the Company to hold office,for one year from the conclusion of the said AGM. The Company has obtained necessary certificate under Section 141 of the Companies Act 2013 from them conveying theireligibility for being statutory auditors of the Company for the year 2015-16.

Reply to Qualification / Observations made in the Statutory Audit Report of even date

1. As regards non provisioning of estimated liability for outstanding tax demand, the Company has filed an

appeal against the decision of CIT to Income Tax Tribunal and firmly believes that the company has reasonable chances of winning at appeal against the order of CIT, and hence no provisioning in this regard is necessary.

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

of accounting for real estate transaction in respect of certain project, the Audit committee and the Board is of the considered opinion, that the Company has not violated the guidelines issued by ICAI. The said project being High End Apartments is not fully complete, as the Completion is based on delivery of individual customized requirements of each of the prospective buyer. Hence the Board is of the opinion that sales can be accounted for only after completion of such pending works which may vary depending on prospective customer needs and cannot be generalized. Further the amount to be spent on this project towards completion is substantial.

3. The said bank accounts are non-operative, though the Company has approached the banks for obtaining

the statements, the banks are not responsive in this regard and thus the same shall be closed in the financial Year 2015 –2016.

4. As regards gratuity, the Board is of the opinion that the amount provided for in the books of the company

is adequate based on its past experience.

Secretarial Auditors

As required under Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company is required to appoint a Secretarial Auditor for auditing secretarial and related records of the Company.

Accordingly, Mr. R Muthukrishnan, Practising Company Secretary, (Membership No. FCS 6775) Chennai, was appointed as Secretarial Auditors for carrying out the secretarial audit for the financial year 2014-15.

As required by Section 204 of the Companies Act, 2013, the Secretarial Audit Report for the year 2014-15, given by Mr. R Muthukrishnan, Practising Company Secretary, Chennai, for auditing the secretarial and related records is attached to this report.

Reply to Qualification / Observations made in the Secretarial Audit Report of even date

1. As regards late filing / non filing of certain forms with ROC/ stock exchange during 2014-15, there was certain dislocation in the administrative work due to changes in employees. However the company shall ensure that such delays are avoided in future.

2. As far as loans in the nature of project advances to certain entities covered in Section 189 to the Companies Act, 2013, the said amounts are purely in the nature of project advances extended for the purpose of execution of certain joint venture projects entered by the company with such entities,on an arms lengths basis and as per agreements entered in to by the company, with such entities. Hence, given this background, the Board is of the opinion that the said project advances are, as per standard market practice of construction companies, is a commercial advance and hence such amounts are not in nature of any pure loans.

3. As regards non appointment of Chief Financial Officer (CFO) as required under Section 203 to the Companies Act, 2013, the company is in the process of finding a suitable candidate and Board is hopeful of appointing a CFO at the earliest.


4. As regards non reporting of changes in shareholding of promoters under SEBI (Prohibition of Insider Trading) Regulations, 1992, the company’s reporting to stock exchanges under regulation 13(6) is subject to receipt of intimation from the promoters under regulation 13(5) and not otherwise.

10. CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the statutory auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) form part of this Annual Report.

The Managing Director, Mr Chandan Kumar and Chairman of Audit Committee, Mr S Siva Subramainam of

the Company have certified to the board on financial statements and other matters in accordance with the Clause 49 (IX) of the Listing Agreement pertaining to certification for the financial year ended 31st March 2015.

11. WHISTLE BLOWER POLICY

The Board at its meeting held on 16th October 2014, adopted a Whistle Blower Policy in accordance with the provisions of the Companies Act 2013 and as per the revised Clause 49 of the Listing Agreement. The Policy is disclosed on the Company’s website with the following link www.vijayshanthibuilders.com.

12. PUBLIC DEPOSITS

The Company has not accepted any deposit from the public within the meaning of Chapter V of the Companies Act 2013, for the year ended 31st March 2015.

13. DISCLOSURES

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

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure I to this report, in terms of the requirements of Section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014;

Annual Return

Extract of Annual Return in the prescribed form is given as Annexure II to this report, in terms of the requirement of Section 134(3)(a) of Companies Act 2013 read with the Companies (Accounts) Rules, 2014.

Employees’ remuneration

The Company does not have any employees receiving the remuneration in excess of the limits prescribed under Section 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Comparative analysis of remuneration paid

A comparative analysis of remuneration paid to Directors and employees with the Company’s performance is given as Annexure III to this report.

Details of related party transactions

All arrangements / transactions entered by the Company with its related parties during the year were in ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any arrangement / transaction with related parties which could be considered material in accordance with the Company’s Policy on Related Party Transactions and accordingly, the disclosure of Related Party Transactions in Form AOC 2 is not applicable. However, names of Related Parties and details of transactions with them have been included in Note no. 27.3 to the financial statements provided in the Annual Report

Details of loans / guarantees / investments made

The company has not made any investments or extended any loans / guarantee/ or provided any security in connection with a loan to any other body corporate or person during the year under review, except certain advances in the nature of project advances, already detailed elsewhere in this annual report.

Significant & Material Orders Passed by the Regulators

During the year 2014-2015, no significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.


14. CORPORATE SOCIAL RESPONSIBILTY POLICY

As the Company is not meeting the requirements as set out in Section 135 of the Companies Act 2013, there is no need for the Board to constitute the said committee. However, as and when the provision of the said section is made applicable to the Company, the Board will form the Committee.

At the same time, the company has made donations to Educational Institutions and Charitable Trusts to the tune of Rs.3.70 Lakhs.

15. ACKNOWLEDGEMENT

The directors thank the bankers, investing institutions, customers, dealers, vendors and sub-contractors for their valuable support and assistance.

The directors wish to place on record their appreciation of the very good work done by all the employees of the Company during the year under review.

The directors also thank the investors for their continued faith in the Company.

Annexure - I to Directors’ Report to the shareholders

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

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Conservation of Energy:

A. The Company has made energy saving efforts wherever possible. The following energy conservation measures have been taken in our various projects:

and other

Common areas

factor andsolar heat gain coefficient

monitored and efforts can be made to minimize the same.

Construction materials

able and recycled materials.

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

where they recycle these materials and reuse it. Excess soil etc are either used for roads formation or for landscaping



CHANDAN KUMAR Managing Director DIN: 00262521

DVB PRASAD Whole Time Director DIN: 02001256 S SIVA SUBRAMANIAM Director DIN: 00763122

For and on behalf of the Board of Directors

Technology Absorption

The Company as a part of progressive growth is always on the lookout for new technological innovations that canenhance the product quality, increase process speed, reduce adverse impact on the environment. Some of the measures are:

water, etc

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

Roof is insulated with brick jelly, therma care tiles and followed by water proofing. Landscape on the roof reduces the heat to the building. Internally the top most floors has thermacoel packing above the false ceiling.

Externally it’s a Aercon cavity wall system with 8”aerocon wall + 1” thermocoel packing + 4” aerocon wall.

These are heat as well as sound insulated walls. The internal room temperature is at least 5oc less than the internal.

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

mm toughened glass with insulation. These are designed for wind pressure, thermal and acoustical insulation.

B. FOREIGN EXCHANGE EARNINGS AND OUT GO

There has been no foreign exchange earnings during the year and the foreign exchange out go during the year is as follows:

Particulars Amount (Rs.)

Advertisement 5,78,409.34






ANNEXURE - II TO DIRECTORS’ REPORT TO THE SHAREHOLDERS

Form No MGT – 9

Extract of Annual Return as on the Financial Year ended 31st March 2015 [Pursuant to

Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies Management

and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

III.PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

The company does not have any subsidiary company nor any associate company within the meaning of Section 2(6) of the Companies Act, 2013

i) CIN: L45201TN1992PLC021960

ii) Registration Date 06/01/1992

iii) Name of the Company Vijay Shanthi Builders Limited

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

v) Address of the Registered office and Contact details

No.20/43, Kasthuri Rangan road, Alwarpet, Chennai – 600 018Tel: 044 – 4000 4600 Fax: 044 – 4000 4666

vi) Whether Listed Company yes / No YES

vii) Name, address and contact details of the registrar and share transfer agent if any

Cameo Corporate Services Ltd.‘Subramanian Building’No.1 Club House RoadChennai 600 002.

Tel:044 28460390 (6 Lines)Fax :044 28460129Email id: [email protected]

SNName and Description of

main products / servicesNIC Code of the Product/service

% to total turnover of the

company

1 Development and Construction of Properties

410 100%


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NoShareholder’s Name

Shareholding at the

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No of

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No of

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1 SURESH KUMAR

At the beginning of the year 01-Apr-2014 4996740 19.0797 4996740 19.0797

At the end of the Year 31-Mar-2015 4996740 19.0797 4996740 19.0797

2 CHANDAN KUMAR



3 RATAN BAI



4 REKHA JAIN



5 PRAMILA JAIN



6 NARESH KUMAR JAIN


Sale 04-Apr-2014 -150000 0.5727 522593 1.9954

Sale 11-Apr-2014 -200000 0.7636 322593 1.2318

Sale 18-Apr-2014 -100000 0.3818 222593 0.8499

Sale 25-Apr-2014 -222000 0.8476 593 0.0022


7 DARSHAN HOUSING AND INFRASTRUCTURE LIMITED



8 CHANDAN PARMAR



9 VARSHA JAIN



10 SURESH KUMAR


Sale 19-Dec-2014 -100 0.0003 2100 0.0080

Sale 30-Jan-2015 -600 0.0022 1500 0.0057


C) Change in Promoters’ Shareholding (please specify, if there is no change)


Sl


Shareholding at the



of the year

No of

shares

% of total

shares of

the company

No of

shares

% of total

shares of

the company

11 CHANDAN PARMARJT1 : SANTOSH PARMAR



12 SANTOSH PARMARJT1 : CHANDAN PARMAR



13 POOJA JAIN



14 DARSHAN JAIN



15 BHAKTI JAIN



Sl


Shareholding at the



of the year

No of

shares

% of total

shares of

the company

No of

shares

% of total

shares of

the company

1 RAJESH MADHAVAN UNNI (HUF)


Sale 11-Apr-2014 -815503 3.1139 0 0.0000


2 SANJAY B SIROYA



HAVING SAME PAN

2 SANJAY B. SIROYA



3 DARASHAW & COMPANY PVT LTD



D) Shareholding Pattern of top ten Shareholders:(Other than Directors, Promoters and Holders of GDRs and ADRs):


Sl


Shareholding at the



of the year

No of

shares

% of total

shares of

the company

No of

shares

% of total

shares of

the company

4 KADAYAM RAMANATHAN BHARAT



5 NEETA RAJESH LODHA



6KEKI D B MEHTAJT1 : DAISY K MEHTA



7 KAVITA KADAN



8 TSR DARASHAW LIMITED



9 ZEN SECURITIES LTD-FAO CLIENTS A/C


Sale 30-May-2014 -6110 0.0233 169390 0.6468

Sale 06-Jun-2014 -9953 0.0380 159437 0.6088

Sale 13-Jun-2014 -9500 0.0362 149937 0.5725

Sale 04-Jul-2014 -4000 0.0152 145937 0.5572

Sale 11-Jul-2014 -5000 0.0190 140937 0.5381

Sale 12-Sep-2014 -9000 0.0343 131937 0.5037

Sale 30-Sep-2014 -6000 0.0229 125937 0.4808


HAVING SAME PAN

9 ZEN SECURITIES LTD- NSE CLIENTS A/C


Purc hase 04-Apr-2014 400 0.0015 11650 0.0444

Purchase 11-Apr-2014 3600 0.0137 15250 0.0582

Purchase 18-Apr-2014 5800 0.0221 21050 0.0803

Purchase 25-Apr-2014 3736 0.0142 24786 0.0946

Purchase 02-May-2014 2400 0.0091 27186 0.1038

Sale 09-May-2014 -3700 0.0141 23486 0.0896

Sale 16-May-2014 -779 0.0029 22707 0.0867

Purchase 23-May-2014 5279 0.0201 27986 0.1068

Sale 30-May-2014 -2800 0.0106 25186 0.0961

Sale 06-Jun-2014 -812 0.0031 24374 0.0930

Sale 13-Jun-2014 -377 0.0014 23997 0.0916

Purchase 20-Jun-2014 100 0.0003 24097 0.0920


Sl


Shareholding at the


Shareholding at the

end of the year

No of

shares

% of total

shares of

the company

No of

shares

% of total

shares of

the company

9 ZEN SECURITIES LTD- NSE CLIENTS A/C

Sale 30-Jun-2014 -4697 0.0179 19400 0.0740

Purchase 11-Jul-2014 300 0.0011 19700 0.0752

Sale 18-Jul-2014 -4650 0.0177 15050 0.0574

Purchase 05-Sep-2014 500 0.0019 15550 0.0593

Purchase 12-Sep-2014 100 0.0003 15650 0.0597

Sale 19-Sep-2014 -700 0.0026 14950 0.0570

Sale 24-Oct-2014 -1933 0.0073 13017 0.0497

Sale 31-Oct-2014 -67 0.0002 12950 0.0494

Purchase 14-Nov-2014 500 0.0019 13450 0.0513

Sale 31-Dec-2014 -2400 0.0091 11050 0.0421

Purchase 16-Jan-2015 950 0.0036 12000 0.0458

Sale 13-Mar-2015 -500 0.0019 11500 0.0439

Sale 20-Mar-2015 -200 0.0007 11300 0.0431

Sale 31-Mar-2015 -10150 0.0387 1150 0.0043


HAVING SAME PAN

9 ZEN SECURITIES LTD-BSE CLIENTS A/C


Purchase 04-Apr-2014 205 0.0007 2055 0.0078

Purchase 11-Apr-2014 1600 0.0061 3655 0.0139

Purchase 25-Apr-2014 5000 0.0190 8655 0.0330

Sale 16-May-2014 -5000 0.0190 3655 0.0139

Purchase 23-May-2014 4500 0.0171 8155 0.0311

Sale 30-May-2014 -500 0.0019 7655 0.0292

Sale 13-Jun-2014 -3000 0.0114 4655 0.0177

Purchase 20-Jun-2014 2000 0.0076 6655 0.0254

Sale 30-Jun-2014 -50 0.0001 6605 0.0252

Sale 04-Jul-2014 -50 0.0001 6555 0.0250

Purchase 11-Jul-2014 1900 0.0072 8455 0.0322

Purchase 18-Jul-2014 3100 0.0118 11555 0.0441

Sale 12-Sep-2014 -3300 0.0126 8255 0.0315

Purchase 30-Sep-2014 550 0.0021 8805 0.0336

Sale 31-Oct-2014 -5000 0.0190 3805 0.0145

Sale 21-Nov-2014 -550 0.0021 3255 0.0124

Sale 31-Dec-2014 -2005 0.0076 1250 0.0047

Purchase 23-Jan-2015 500 0.0019 1750 0.0066

Sale 31-Mar-2015 -200 0.0007 1550 0.0059


HAVING SAME PAN


Sl


Shareholding at the



of the year

No of

shares

% of total

shares of

the company

No of

shares

% of total

shares of

the company

9 ZEN SECURITIES LIMITED


Sale 04-Apr-2014 -200 0.0007 0 0.0000

Purchase 18-Apr-2014 500 0.0019 500 0.0019

Sale 25-Apr-2014 -500 0.0019 0 0.0000

Purchase 30-May-2014 100 0.0003 100 0.0003

Purchase 06-Jun-2014 2223 0.0084 2323 0.0088

Purchase 13-Jun-2014 1762 0.0067 4085 0.0155

Sale 20-Jun-2014 -3985 0.0152 100 0.0003

Sale 30-Jun-2014 -100 0.0003 0 0.0000

Purchase 04-Jul-2014 4000 0.0152 4000 0.0152

Sale 11-Jul-2014 -4000 0.0152 0 0.0000

Purchase 18-Jul-2014 2608 0.0099 2608 0.0099

Purchase 25-Jul-2014 13392 0.0511 16000 0.0610

Sale 01-Aug-2014 -16000 0.0610 0 0.0000

Purchase 22-Aug-2014 6224 0.0237 6224 0.0237

Sale 29-Aug-2014 -6224 0.0237 0 0.0000

Purchase 07-Nov-2014 750 0.0028 750 0.0028

Sale 14-Nov-2014 -750 0.0028 0 0.0000

Purchase 21-Nov-2014 500 0.0019 500 0.0019

Sale 28-Nov-2014 -500 0.0019 0 0.0000


10ANOOP SUNDER MALANIJT1 : MEHER ANOOP MALANI



NEW TOP 10 AS ON (31-Mar-2015)

11 PRACHI R




Sl

NoName of the Share holder

Shareholding at the


Cumulative

Shareholding

during the year

No of

shares

% of total

shares of

the company

No of

shares

% of total

shares of

the company

1 SURESH KUMAR (Resigned wef 13.11.2014)



2 CHANDAN KUMAR



3 DVB PRASAD



4 TARUN KUMAR RAMDAS (Resigned Wef 29.09.2014)

At the beginning of the year 01-Apr-2014 - - - -

At the end of the Year 31-Mar-2015 - - - -

5 S SIVA SUBRAMANIAM



6 M BALASUBRAMANIAM



7 REVATHY RAMAKRISHNA



8 HIRAL RASIK PATEL (Resigned wef 28.08.2014)



9 KAMAKSHI KRISHNAN (Appointed wef 16.02.2015)



E) Shareholding of Directors and Key Managerial Personnel:


Secured Loans

excluding

deposits

Unsecured

LoansDeposits

Total

Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 45,45,38,555 17,08,05,449 - 62,53,44,004

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 45,45,38,555 17,08,05,449 - 62,53,44,004

Change in Indebtedness during the financial year

* Addition 86,12,00,000 8,84,59,054 - 94,96,59,054

* Reduction 44,54,06,493 20,47,51,140 - 65,01,57,633

Net Change 41,57,93,507 -11,62,92,086 - 29,95,01,421

Indebtedness at the end of the financial year

i) Principal Amount 87,03,32,062 5,45,13,363 - 92,48,45,425

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 87,03,32,062 5,45,13,363 - 92,48,45,425

V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment

Sl

NoParticulars of Remuneration

Name of MD/WTD/ ManagerTotal

Amount

Mr Suresh

Kumar

(Resigned

wef

13.11.2014)

Mr Chandan

Kumar

Mr DVB

Prasad

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

24,00,000 48,00,000 21,00,000 93,00,000

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

- - - -

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

- - - -

2 Stock Option - - - -

3 Sweat Equity - - - -

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

5 Others, please specify - - - -

Total (A) 24,00,000 48,00,000 21,00,000 93,00,000

Ceiling as per the Act 24,00,000 48,00,000 48,00,000 120,00,000

VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager (Amount in Rs.)

(Amount in Rs.)


Sl

No

Particulars of

RemunerationName of Directors

1 Independent Directors Mr S Siva Subramaniam

Mr M Balasubramaniam

Ms Revathy Ramakrishna

Mr Tarun Kumar Ramdas (Resigned wef 29.09.2014)

Total Amount

Fee for attending board committee meetings

- - - - -

Commission - - - - -

Others, please specify - - - - -

Total (1) - - - - -

2Other Non-Executive Directors

- - - - -

Overall Ceiling as per the Act

- - - - -

Sl

NoParticulars of Remuneration Key Managerial Personnel

CEO CSHiral Patel (Resigned wef 28.08.2014)

CSKamakshi Krishnan (Appointed wef 16.02.2015)

CFO Total

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

NA 266200 52500 NA 318700

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

0 0 0

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

0 0 0

2 Stock Option 0 0 0

3 Sweat Equity 0 0 0

4 Commission 0 0 0

- as % of profit 0 0 0

others, specify… 0 0 0

5 Others, please specify 0 0 0

Total NA 266200 52500 NA 318700

B. Remuneration to other directors

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

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL






Annexure - III to Directors’ Report to the shareholders

Comparative analysis of remuneration paid

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

ofManagerial Personnel) Rules, 2014)

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

The Median remuneration of the Employees during the financial year was Rs.19000/- (Rupees Nineteen Thousand Only)

(ii) The percentage decrease in the median remuneration of employees in the financial year 2014-15 was 4.04%.

(iii) The number of permanent employees on the rolls of Company as on March 31, 2015 was 84 Employees

(iv) The average decrease in remuneration during the financial year 2014-15 was 4.04%. During the same period, the revenues decreased by 1.808 % the Profit before Tax and Profit after Tax have declined by 52.54% and 53.85% respectively.

(v) During fiscal 2015, the aggregate remuneration of Key Managerial Personnel increased to a negligible extent as detailed in (i) above The performance of the Company during the financial year 2014-15 is detailed in point (iv) above. Key Managerial Personnel includes the Managing Directors, Whole-time Directors, Company Secretary and Compliance Officer.

(vi) The closing price of the equity shares of the Company on the National Stock Exchange of India as on 31st March, 2015 was Rs.10.15, and on the Bombay Stock Exchange as on 31st March 2015 was Rs.10.18 as against the issue price of Rs.10 per equity share made by the company in its only public issue made during 1992.

Sl.No Name of Director / KMP Designation

Ration of

Remuneration

to median

Remuneration

% of

Increase in

remuneration

Y- O –Y

Comparison of KMP

remuneration against

the Company’s

performance

1. Mr Suresh Kumar (resigned wef 13.11.2014)

Managing Director

21.05 NIL

The remuneration of KMP has remained static while the turnover of the company has decreased by 1.80% and net profits before tax has decreased by 52.54%

2. Mr Chandan Kumar Managing Director

21.05 NIL

3. Mr DVB Prasad Whole Time Director

9.21 NIL

4. Ms Hiral Patel (resigned wef 28.08.2014)

Company Secretary

1.75 NIL

5. Ms Kamakshi Krishnan (appointed wef 16.02.2015)

Company Secretary

1.84 0.05%

ParticularsAs on

31st March 2015

As on

31st March 2014% Change

Market Capitalisation (Amount in Rs.) 26.66 Crores 30.92 Crores 10.41%

Price Earnings Ratio 0.07 0.13 46.15%


(vii) Average percentile decrease in the salaries of employees other than the managerial personnel during 2014-15 was 4.47%. The percentile increase in the managerial remuneration during the same period was 0.05% which is very negligent.

(viii) The Directors are entitled to a fixed salary along with the contribution to Provident Fund and Gratuity. Apart from this there are no variable component on remuneration being availed by any of the Directors. The break-up of the remuneration is provided in the Corporate Governance Report forming part of the Annual Report.

(ix) There was no employee whose remuneration was in excess of the remuneration of the highest paid director during the financial year.

(x) The remuneration is as per the Nomination and Remuneration Policy formulated by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company.






REPORT ON CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

The framework of rules and practices by which a board of directors ensures accountability, fairness, and transparency in a company’s relationship with its all stakeholders. The principal stakeholders are the shareholders, the board of directors, employees, customers, creditors, suppliers, and the community at large.

COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

Your company firmly believes in transparency in its dealings and lays emphasis on the integrity and regulatory compliance’s. Your company considers good corporate governance a prerequisite for meeting the needs and aspirations of its shareholders and other stakeholders in the company. With this end in view this year’s annual report has made substantial disclosures on the Board, the Board Committees and also on the financial and the stock performance.

The company is in compliance with the requirements of the revised guidelines stipulated under clause 49 of the listing agreement with the stock exchanges.

BOARD OF DIRECTORS

As on date the Board comprises of Five Directors. Out of the five directors, one director belongs to the promoter group, one whole-time directors is professional management personnel and three are non-executive independent directors, ensuring an ideal mix of Executive and Non-Executive Directors. None of the directors are related to each other. The composition of the Board of Directors satisfies the requirements of Clause 49 of the Listing Agreement. As per the declarations received by the Company, none of the Directors are disqualified under Section 164(2) of Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014. Necessary disclosures have been made by the Directors stating that they do not hold membership in more than 10 Committees and / or are acting as Chairman in more than 5 Committees in terms of Clause 49 of the Listing Agreement.

BOARD MEETINGS

Being the apex body constituted by the shareholders for overseeing the overall functioning of the Company, the Board evaluates the proposals involving strategic decision making on a collective consensus basis. The Board meetings are usually held at the Company’s registered office in Chennai.

The Company has convened at least one Board meeting in a quarter and the maximum time gap between any two meetings is not more than 120 days.

The composition of the Board of Directors as on March 31, 2015 is as follows:

Name Designation CategoryDate of

appointmentDirectorship

Committee

Chairmanship

Committee

Membership

Mr Chandan KumarManaging Director

Executive 06/01/1992 2 Nil 2

Mr DVB PrasadWhole Time

DirectorExecutive 28/02/2012 1 Nil 1

Mr S Siva Subramaniam

Independent Director

Non Executive

30/06/2005 Nil 1 Nil

Dr M BalasubramaniamIndependent

DirectorNon

Executive24/12/2011 Nil 1 Nil

Ms Revathy Ramakirshna

Independent Director

Non Executive

24/12/2011 Nil 1 3


The Board meetings held during the financial year 2014-15 are:

The details of attendance of the directors at the Board Meetings and the previous General Meeting areas follows:

Date of the Board Meeting Total Strength of the Board No. of Directors Present

28/04/2014 7 6

26/05/2014 7 5

29/05/2014 7 5

25/06/2014 7 5

27/06/2014 7 5

01/07/2014 7 5

14/08/2014 7 5

28/08/2014 7 6

05/09/2014 7 5

16/10/2014 6 5

13/11/2014 6 5

19/12/2014 5 4

19/01/2015 5 4

12/02/2015 5 5

Date of

Board

Meeting

Mr Suresh

Kumar

(Resigned

wef

13.11.2014)

Mr Chandan

Kumar

Mr DVB

Prasad

Mr S Siva

Suramaniam

Mr M

Balasubramaniam

Ms Revathy

Ramakrishna

Mr Tarun

Kumar

Ramdas

(Resigned

wef

29.09.2014)

28/04/2014 Yes Yes Yes Yes Yes Yes No

26/05/2014 Yes Yes Yes Yes No Yes No






28/08/2014 Yes Yes Yes Yes Yes Yes No


16/10/2014 Yes Yes Yes Yes No Yes NA

13/11/2014 Yes Yes Yes Yes No Yes NA

19/12/2014 NA Yes Yes Yes No Yes NA

19/01/2015 NA Yes Yes Yes No Yes NA

12/02/2015 NA Yes Yes Yes Yes Yes NA

29/09/2014 (AGM)

Yes Yes Yes Yes Yes Yes No

25/06/2014 (EGM)

Yes Yes Yes Yes Yes Yes No


AGENDA FOR THE MEETINGS AND INFORMATION FURNISHED TO THE BOARD

The agenda for the meetings are planned and structured by the Company Secretary in consultation with the Chairman & Managing Director. The agenda along with explanatory notes and necessary supporting documents is circulated to the Directors within the prescribed time. The Company provides a separate window for meetings of the Independent Directors.

The Company also has a well-defined process in place for placing vital and sufficient information before the Board. Any matter requiring discussion, decision or approval of the Board or Committee is communicated to the Company Secretary well in advance, so that the same can be included in the agenda of the respective meetings.

All items mentioned under Clause 49 of the Listing Agreement are covered to the fullest extent. Extensive information and presentations are made to the Board on the following matters among others:

Information placed before the Board

MEETING COMPLIANCES

The Company is in compliance with the provisions of the Listing Agreement pertaining to the intimation of notice of board meeting, publication of notice and results, outcome of the meeting etc. The information is also made available to the investors on the Company website, www.vijayshanthibuilders.com

INDEPENDENT DIRECTORS

Independent Directors are non-executive directors who apart from receiving sitting fees for the Board and Committee meeting, do not have any material pecuniary relationship or transactions with the Company, its promoters, its management and associate companies except to the extent permitted under the applicable laws, which in the opinion of the Board may affect their independence of judgment.

The Company has a good mix of Independent Directors who with their repertoire of knowledge, expertise and varied experience contribute to the development of strategies and also evaluate the performance of the management. The Independent Directors fulfil the criteria laid down under the Companies Act, 2013 and Clause 49 of the Listing Agreement and a Statement of Independence has been obtained from each of the independent directors of the Company.

Section 149 of the Companies Act, 2013 provides that at least one-third of the total number of directors of a listed public company should be independent directors. The Company is in compliance with the same.

SHAREHOLDING OF DIRECTORS

The shareholding of the present and past Directors of the Company as on March 31, 2015 is as follows:

Sl No Name of the Director CategoryNo of

shares

% of total

shares of

the company

1

(Resigned wef 13.11.2014)Managing Director 4998240 19.0797

2 Managing Director 4983600 19.0296

3 Whole Time Director 3300 0.0126

4

(Resigned wef 29.09.2014)Non-Executive Independent Director - -

5 S Siva Subramaniam Non-Executive Independent Director - -

6 M Balasubramaniam Non-Executive Independent Director - -

7 Revathy Ramakrishna Non-Executive Independent Director - -


COMMITTEES OF THE BOARD OF DIRECTORS

In compliance with the requirements of the Listing Agreement and the Companies Act, 2013 and to have a focused attention on specific matters, the Board of Directors has constituted various committees. These Committees are entrusted with such powers and functions as are detailed in their terms of reference.

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

AUDIT COMMITTEE

The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with legal and regulatory requirements. It ensures the objectivity, credibility and correctness of the Company’s financial reporting and disclosure processes, internal controls, risk management policies and processes, tax policies, compliance and legal requirements and associated matters.

The terms of reference of the Committee are in consonance with the requirements mandated under Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

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

that the financial statement is correct, sufficient and credible;

auditor and the fixation of audit fees.

submission to the board for approval, with particular reference to: 1. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s Report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013; 2. Changes, if any, in accounting policies and practices and reasons for the same; 3. Major accounting entries involving estimates based on the exercise of judgment by management; 4. Significant adjustments made in the financial statements arising out of audit findings; 5. Compliance with listing and other legal requirements relating to financial statements; 6. Disclosure of any related party transactions; and 7. Qualifications in the draft audit report.

approval;

issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

control systems;

staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

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


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

function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.

MEETINGS OF THE AUDIT COMMITTEE

Clause 49 of the Listing Agreement specifies that the Audit Committee should have at least 3 members of which at least two-third should be independent.

Section 177 of Companies Act, 2013 specifies that the Audit Committee should comprise at least three directors with Independent Directors forming the majority. The Company is in compliance with provisions of Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013.

The quorum of the Committee is two Independent Members present or one third of the total members of the Committee, whichever is higher.

The Audit Committee has met five times during the financial year 2014-2015 and not more than four months has elapsed between two such meetings. The meetings held during the financial year 2014-2015 are:

In accordance with Clause 49 of the Listing Agreement, Chairman of the Audit Committee is an Independent Director. The Company Secretary and Compliance Officer of the Company, acted as the secretary to the Committee.

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

Date of the meetingTotal Strength of the

CommitteeNo of members present

29/05/2014 3 3

14/08/2014 3 3

13/11/2014 3 3

19/12/2014 3 3

12/02/2015 3 3

Name Category 29/05/2014 14/08/2014 13/11/2014 19/12/2014 12/02/2015

Mr S Siva Subramaniam

ChairmanNon-Executive Independent

Yes Yes Yes Yes Yes

Mr Suresh

wef 13.11.2014)Member

Managing Director

Yes Yes Yes NA NA

Mrs Revathy Ramakrishna

MemberNon-Executive Independent

Yes Yes Yes Yes Yes

Mr Chandan

wef 13.11.2014)Member

Managing Director

Yes Yes Yes Yes Yes


SHARE TRANSFER & SHAREHOLDER / INVESTORS GRIEVANCE COMMITTEE

The Share Transfer & Shareholder / Investors Grievance Committee of the Board of Directors specifically addresses matters relating to transfer, split, consolidation, dematerialisation and re-materialisation of shares. It also deals with stakeholder relations and security holder’s grievances including matters related to non-receipt of annual report, non-receipt of declared dividend and such other issues as may be raised by the investors from time to time. It ensures that investor grievances/ complaints / queries are redressed in a timely and effective manner and to the satisfaction of investors. The Committee oversees the performance of the Registrar and Share Transfer Agents of the Company relating to investor services and recommends measures for improvement.

During the year, all the correspondences / queries received from shareholders / investors and other agencies, have been replied and resolved. No complaints of material nature were received during the year under review.

The role and terms of reference of the Committee are in consonance with the requirements mandated

under

1. Formulation of policies and procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from security holders from time to time;

2. Redressal of shareholders and investor complaints/ grievances e.g. transfer of shares, non-receipt of balance sheet, non-receipt of declared dividend etc.;

3. To approve, register, refuse to register transfer / transmission of shares and other securities

4. To sub-divide, consolidate and / or replace any share or other securities certificate(s) of the Company;

5. To authorize printing of Share Certificates post authorization from the Board of Directors of the Company;

6. To issue the Share Certificates under the seal of the Company, which shall be affixed in thepresence of, and signed by:

(i) any two Directors (including Managing or Whole time Director, if any), and

(ii) Company Secretary / Authorised Signatory;

7. To authorize to sign and endorse the Share Transfers on behalf of the Company;

8. To authorize Managers/Officers/Signatories for signing Share Certificates;

9. To authorize issue of Duplicate Share Certificates and Share Certificates after Split / Consolidation / Rematerialization and in Replacement of those which are defaced, mutilated, torn or old, decrepit, worn out or where the pages on reverse for recording transfers have been utilized

10. To issue duplicate share other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company;

11. To approve the transmission of shares or other securities arising as a result of death of the sole/any joint shareholder or operation of law;

12. To further delegate all or any of the power to any other employee(s), officer(s), representative(s),consultant(s), professional(s), or agent(s) as it deems necessary;

13. Interact with the Registrar and Share Transfer Agent/s of the Company for any security holder’s matters to ensure its speedy resolution

14. To monitor and review the performance and service standards of the Registrar and Share

15. Transfer Agents of the Company and provides continuous guidance to improve the service levels for investors;

16. Appointment and fixation of remuneration of the Registrar and Share transfer Agent and Depositories.

17. Monitor and review any investor complaints received by the Company or through SEBI, SCORES and ensure its timely and speedy resolution, in consultation with the Company Secretary and Compliance officer and RTA of the Company.


MEETINGS OF THE SHARE TRANSFER & SHAREHOLDER / INVESTORS GRIEVANCE COMMITTEE

The quorum for the Committee is any two members present at the meeting.

The Share Transfer & Shareholder / Investors Grievance Committee has met 12 times during the financial year 2014-2015

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board of Directors recommends the nomination of directors, carries out evaluation of performance of individual directors, recommends remuneration policy for directors, key managerial personnel.

It oversees the implementation of the nomination, remuneration policies of the Company, reviews the effectiveness of such policies from time to time and recommends revisions as and when deemed necessary or expedient.

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

accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director’s performance;

recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees;

Directors;

background details, past remuneration, recognition or awards, job profile shall be considered and disclosed to shareholders, where required;

Companies Act, 2013 for appointing and fixing remuneration of Managing Directors / Whole time Directors;

trend in the industry, qualification, experience and past performance of the appointee;

striking the balance between the interest of the Company and the shareholders.

Date of the

meeting

Ms Revathy

Ramakrishna

Mr Suresh Kumar

(Resigned wef

13.11.2014)

Mr Chandan

Kumar

Mr DVB Prasad

(inducted wef

13.11.2014)

28.04.2014 Yes Yes Yes NA








25.11.2014 Yes NA Yes NA

29.12.2014 Yes NA Yes Yes




MEETINGS OF THE NOMINATION & REMUNERATION COMMITTEE

The quorum for the meeting shall be any two members present at the meeting.

The Nomination and Remuneration Committee has met two times during the financial year 2014-15

The composition and attendance of the members of the Nomination & Remuneration Committee are as follows:

REMUNERATION OF THE DIRECTORS

The Chairman of the Committee is an Independent Director in accordance with Clause 49 of the ListingAgreement. The Company Secretary and Compliance Officer of the Company, acted as the secretary to the Committee.

Date of the meeting Total Strength of the Committee No of members present

28/04/2014 3 3

12/02/2015 3 3

Name Category 28/04/2014 12/02/2015

Mr M Balasubramaniam Chairman Non-Executive Independent Yes Yes

Mr S Siva Subramaniam Member Non-Executive Independent Yes Yes

Ms Revathy Ramakrishna Member Non-Executive Independent Yes Yes

Name of the Director Salary Commission PerquisitesContribution to

PFTotal

(Resigned Wef 13.11.2014)

24,00,000 - - - 24,00,000

48,00,000 - - - 48,00,000

21,00,000 - - - 21,00,000

NON-EXECUTIVE DIRECTORS

Sitting fees

The Non-executive Independent Directors have waived off the sittings fees with respect to the Board Meetings and the Committee meetings.

The service contract/ notice period etc., for all the Directors are as per the terms of appointment made by the Company. There was neither payment of commission to Directors nor any stock option scheme offered to

www.vijayshanthibuilders.com.

Disclosures Related Party Transactions

Transactions which can accessedfrom the website of the Company atwww.vijayshanthibuilders.com

The disclosure of related party transactions is part ofthe Notes to Accounts section of the Annual Report.

Code of Conduct

In accordance with Clause 49 of the Listing Agreement, the Company has adopted a Code of Conduct forthe Board of Directors and senior management personnel of the Company. The same has been posted onthe website of the Company. The code is circulated to all the members of the Board and senior managementpersonnel on an annual basis and compliance of the same is affirmed by them on or before 31st March of every year.


Code of Conduct for Prevention of Insider Trading

www.vijayshanthibuilders.com

Whistle Blower Policy

mechanism for employees to report any illegal,unethical behavior, suspected fraud or violation oflaws, rules and regulation or conduct to the Chief Vigilance Officer and the Audit Committee of theBoard of Directors.

The mechanism also provides for adequate protection to the whistle blower against victimisation or discriminatory practices.

All such reports are taken up for consideration at appropriate intervals depending upon the gravity of the matter reported so that adequate measures can be initiated in the right earnest, at the appropriate levels. The Company further confirms that no personnel have been denied access to the Audit Committee.

FAMILIARIZATION PROGRAMMES

The familiarisation programmes for Independent Directors may be bifurcated into:

I. Initial or Preliminary

At the time of their appointment, the Independent Directors are apprised of their role, duties and responsibilities in the Company. A detailed letter of appointment is also issued which set-outs the expectations of the Company, the rights, powers and liabilities of the Independent Director and the policies of the Company to be adhered by them.

The Company arranges visits to various project sites in order to enable the Independent Directors to familiarise themselves with the functioning and business model of the Company.

II. Continual or Ongoing

the Company, strategy and business plan, significant process improvements and material business developments among others.

The Independent Directors are also regularly updated and informed about material regulatory and statutory developments affecting the Company. The details of familiarisation programmes for the Independent Directors are also disclosed on the website of the Company atwww.vijayshanthibuilders.com

There has been no restriction imposed by any stock exchange, SEBI, on any matter relating to the capital market.

The Company has complied with the requirements of the stock exchanges / SEBI / any other statutory authority on all matters related to capital markets. However there was one instance of non-compliance by the company for the financial year 2014 – 2015.

Nature of Non ComplianceFine Imposed by NSE

Amount in Rs.

1000

CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

The Corporate Governance Compliance Certificate for the year ended 31st March 2015 in terms of Clause 49 of the Listing Agreement issued by M/s.V Ramaratnam & Co (Firm No: 002956S), Chartered Accountant, Chennai forms part of the Annual Report.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the year ended 31st

Company Secretary, (Membership No. FCS 6775) Chennai in accordance with the provisions of Section 204 of the Companies Act, 2013 forms part of the Annual Report.


Financial Year Date & Time Venue Special Resolution

2011-201228th September

2012 @ 10.00 AM

Russian Centre of Science

Rangan Road, Alwarpet, Chennai - 600 018

as the Whole Time Director of the Company for a period of 3 years commencing from 01.03.2012.2. Increase in remuneration of

to Rs.4,00,000 per month wef 01.04.2012.3. Increase in remuneration of

Director to Rs.4,00,000 per month wef 01.04.2012.

2012 – 201330th September

Vani Mahal, No.103 G N Chetty Road, T Nagar,

Chennai - 600 0 17period of 3 years commencing from 01.01.2013.

2013 – 201429th September

2014 @ 10.30 AMNo.93 Arcot Road, Virugambakkam,

Chennai - 600 092

as the Managing Director of the Company wef 09.03.2014 for a period upto 31.12.2014

CEO / CFO CERTIFICATE

Mr S Siva Subramanaiam in compliance of terms of Clause 49 of the Listing Agreement forms part of the Annual Report.

COMPLIANCE OF NON-MANDATORY REQUIREMENTS

Clause 49 of the Listing Agreement states that non-mandatory requirements may be implemented as per the Company’s discretion. However, disclosures on compliance with mandatory requirements and adoption (and compliance) / non-adoption of the non-mandatory requirements shall be made in the Corporate Governance Report of the Annual Report. The status of compliance of the non-mandatory requirements is as follows:

THE BOARD

The Chairman of the Board of Directors is an Executive Chairman and hence the requirements pertaining to non-executive Chairman are not applicable to the Company.

SHAREHOLDERS RIGHTS

The quaterly, half-yearly results of the Company are published in newspapers as soon as they are approved by the board and are also uploaded on the Company’s website namely www.vijayshanthibuilders.com. The results are not sent to the shareholders individually.

AUDIT QUALIFICATIONS

The audited financial statements of the Company for the financial year 2014-2015 contains the qualifications as stated in the Audit Report and the Management Reply towards the same has been provided for in the Directors Report.

COMPANY INFORMATION

Annual General Meeting

The details of Annual General Meeting Convened during the last three years are as follows:


Extra Ordinary General Meeting

There were no Extra Ordinary General Meeting Convened during the financial year 2011 – 2012 and 2012 – 2013

Financial Year Date & Time Venue Special Resolution

2013 – 201425th

11.00 AM

No.3, Vengadamangalam Road, Melakottaiyur Village,

Chennai - 600 048

of non-convertible debentures

Means of Communication

Website All vital information relating to the Company and its performance including financial results are regularly posted on the website www.vijayshanthibuilders.com

The ‘Investors’ section provides comprehensive and up-to-date information to the shareholders on matters such as shareholding pattern, quarterly financial results, outcome general meetings etc.

Financial Results The quarterly, half-yearly and annual results are published in Trinity Mirror and Makkal

situated.

Stock exchange intimations are submitted to NSE through NSE Electronic Application

BSE Listing Centre Stock exchange intimations are submitted to BSE through BSE Listing Centre.

Annual Report The Directors’ Report, Management Discussion and Analysis Report, and the Corporate Governance Report form part of the Company’s Annual Report and is available on the website of the Company.

Other Information

Dividend History

Custodial Fees The Company has paid custodial fees for the year 2014-15 to NSDL and CDSL on the basis of the number of beneficial accounts maintained by them.

The custodial fees for the year 2015-16 to NSDL and CDSL will be paid upon demand.

Listing on Stock

Exchanges

The equity shares of the Company are listed on the National Stock Exchange of India

The Company has paid the requisite Listing Fees to the stock exchanges for the year 2015-16.

Reconciliation of

Share Capital Audit 1996, reconciliation of Share Capital Audit is conducted every quarter by

capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital and the report is forwarded to the Stock Exchanges where the shares of the Company are listed.

Year Rate

2007 – 2008 1.10 per equity share

2008 - 2009 0.40 per equity share

2009 - 2010 0.40 per equity share





Market Price Data

Share holding Pattern

Distribution of Shareholding as on 31st March 2015

The shareholding pattern of the Company and details of Top 10 Share holders as on March 31 2015 are detailed in the Annexure II to the Directors’ Report.

Shares held in physical and Dematerialized form

As on March 31 2015, 53.6201% of the Company’s shares were held in dematerialized form and the rest in physical form. The following is the break-up of the equity shares held in the electronic form and in the physical form.

MonthNSE BSE

High Price Low Price High Price Low Price

April 2014 12.95 10.05 12.75 10.20

May 2014 18.20 11.00 18.00 11.10

18.85 14.10 18.90 14.20

17.85 13.10 17.30 13.00

August 2014 14.60 12.80 14.90 12.70

September 2014 16.50 12.55 16.50 12.80

October 2014 15.75 12.60 15.00 12.65

November 2014 14.80 12.20 14.85 12.26

December 2014 13.50 10.15 14.96 10.40

12.90 10.25 13.00 11.00

February 2015 12.80 10.80 12.30 11.00

March 2015 11.75 9.20 11.55 9.00

Range of Equity

Shares heldNo of Shareholders % No of Shares %

1 -100 9650 54.9700 808223 3.0861

101-500 5583 31.8029 1548387 5.1924

501 – 1000 1054 6.0039 892113 3.4064

1001 – 2000 522 2.9735 817594 3.1219

2001 – 3000 211 1.2019 543621 2.0757

3001 – 4000 111 0.6322 401132 1.5317

4001 – 5000 118 0.6721 560382 2.1397

5001 – 10000 167 0.9512 1252491 4.7825

10001 and above 139 0.7917 19364727 73.9431

Total 177555 100.0000 26188670 100.0000

Company / Stock

Code

International

Securities

Identification

Number (ISIN)

National Stock Exchange

of India Limited

The Bombay Stock

Exchange Limited

Vijay Shanthi Builders Limited

INE806F01011 523724


Range of Equity

Shares heldNo of Shareholders % No of Shares %

8142 46.3799 1499717 5.7266

NSDL 6251 35.6081 17967622 68.6084

CDSL 3162 18.0120 6721331 25.6650

Total 17555 100.0000 26188670 100.0000

Unclaimed Dividend

Dividend Account of the Company for a period of seven years from the date of such transfer, shall be transferred

Given below is a table providing the dates of declaration of dividend after the shares were listed and the corresponding date when unclaimed dividends are due to be transferred to the Central Government:

Other Information

Members can claim the unpaid dividend from the Company before transfer to the Investor Education and

claim to the Secretarial Department at the Registered and Corporate Office of the Company or send an email to [email protected]

Financial year

Date of

declaration of

dividend

Unclaimed

amount as on

March 31 2015

(Rs.)

Due date for transfer

to Investor Education

and Protection Fund

2007-08 29.09.2008 968706.2 28.10.2015

2008-09 30.09.2009 434991.6 29.10.2016

2009-10 27.09.2010 435724.8 26.10.2017

2010-11 28.09.2011 822084.8 27.10.2018

2011-12 20.09.2012 913964.8 19.10.2019

2012-13 30.09.2013 853538.4 29.10.2020

CIN

Corporate and Registered office Address

Chennai – 600 018

Date and Venue of Annual General Meeting

30th September 2015

Chennai – 600 092

Financial YearThe financial year of the Company starts from 1st April of every year and ends on 31st March of the succeeding year.

Book Closure

The date of book Closure is :

24th September, 2015 to 30th September, 2015, both days inclusive for the purpose of the AGM.

Securities and Exchange Board of India

Securities and Exchange Board of India

Complex, Bandra(East), Mumbai - 400051Tel: 1800 266 7575Website: www.sebi.gov.in | www.scores.gov.in


National Stock Exchange of India Limited

National Stock Exchange of India Limited

Complex, Bandra(East), Mumbai – 400 051Tel: +91 22 2659 8100 - 8114Website: www.nseindia.com

The Bombay Stock Exchange Limited

The Bombay Stock Exchange Limited

Dalal Street, Mumbai – 400 001Tel: +91 22 2272 1233/4Website: www.bseindia.com

National Securities Depository Limited

National Securities Depository Limited

Compound, Senapati

Tel: +91 22 2499 4200Website: www.nsdl.co.in

Central Depository Services (India) Limited

Central Depository Services (India) Limited

Dalal Street, Fort, Mumbai – 400 001Tel: +91 2272 8658 | +91 2272 8645Website: www.cdslindia.com

R&T Agents

Cameo Corporate Services Ltd.‘Subramanian Building’No.1 Club House RoadChennai 600 002.Tel:044 28460390 Fax :044 28460129Email Id : [email protected]

Evoting

Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Company has availed the services of Central Depository Services (India) Limited (CDSL) for providing the necessary e-voting platform to the members of the Company for the ensuing Annual General Meeting.

For detailed information on the e-voting procedure, members may please refer the Notes to the Notice of Annual General Meeting.

Declaration pursuant to Clause 49 of the Listing Agreement regarding adherence to the Code of Business

Conduct and Ethics

To

The Shareholders of the CompanyVijay Shanthi Builders Limited

Alwarpet, Chennai - 600 018.

On the basis of the written representations received from the members of the Board and Senior Management st March 2015 in terms of Clause 49 of the listing Agreement, we hereby certify that both the

provisions of the Code of Business Conducts and Ethics of the Company as laid down by the Board of Directors.

S Siva Subramaniam Director DIN: 00763122

Chandan Kumar Managing Director DIN: 00262521 Place: ChennaiDate: 11th


To

The MembersVijay Shanthi Builders LimitedChennai

We have explained the Compliance of conditions of Corporate Governance by Vijay Shanthi Builders Limited, for the period ended on 31st March 2015, as stipulated in Clause 49 of the listing Agreement of the said Company with the Stock Exchanges.

The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination has been limited to review of procedures and implementation there of adopted by the company for ensuring the compliances of the conditions of the Corporate Governance as stipulated in the said clause. It is neither an Audit nor expressions of opinion on the financial statements of the company.

In our opinion and to the best of our information and according to the explanations given to us and representations made to us by the directors and the Management, We certify that the company has complied with the conditions of Corporate Governance stipulated in Clause 49 of the above mentioned Listing Agreement.

We state that no investors’ grievances are pending for the period exceeding 30 days against the company as per the records maintained by the Registrar and Share Transfer Agents of the company and presented to the Share Holders/Investors Grievances Committee.

We further state that such compliance is neither an assurance as to future viability of the company nor of the efficiency or effectiveness with which the Management has conducted the affairs of the company.

For V. Ramaratnam & Co.,

Chartered Accountants

FRN : 002956S

R. Sundar

Partner

PRN 005295

Place: ChennaiDate: 11th June 2015

AUDITORS CERTIFICATE ON THE COMPLIANCE OF THE PROVISIONS OF THE CODE OF CORPORATE GOVERNANCE IN THE LISTING AGREEMENT.


SECRETARIAL AUDIT REPORT

Form No. MR-3

For the financial year ended 31st March, 2015 [Pursuant to section 204(1) of the Companies Act, 2013

and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To, THE MEMBERS, VIJAY SHANTHI BUILDERS LIMITED,

(CIN: L45201TN1992PLC021960),NO. 20/43, KASTHURI RANGAN ROAD,ALWARPET, CHENNAI-600018.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. VIJAY SHANTHI BUILDERS LIMITED (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the M/s. VIJAY SHANTHI BUILDERS LIMITED’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March, 2015, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: The members are requested to read this report along with my letter of even date placed as Annexure 1 to this report.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by M/s. VIJAY SHANTHI BUILDERS LIMTED (“the Company”) for the financial year ended on 31st March, 2015 according to the provisions of:

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

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

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

(iv) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; and

We are informed that for the financial year ended on 31st March, 2015:

The company was not required to maintain books, papers, minute books, forms and returns filed or other records according to the provisions of:

(i) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India, 1992 (SEBI Act):

Regulations, 2009

Purchase Scheme) Guidelines, 1999;


(ii) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings since no Foreign Direct investments/External Commercial Borrowings or Overseas Direct Investments took place during the reporting period.

(vi) On an examination on test check basis and based on the information and explanations proived by the offices of the company, the following laws as specifically to the company as mentioned below

a. Tamil Nadu Town & Country Planning Act, 1971 b. New Town Development Plan (Preparation, publication and sanction) Rules

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

(ii) The Listing Agreements entered into by the Company with following Stock Exchange(s), if applicable;

1. National Stock Exchange2. Bombay Stock Exchange3. Madras Stock Exchange Limited

(ii) I have not examined compliance with the Secretarial Standards, SS1 and SS 2 issued by The Institute of Company Secretaries of India as they were not mandatory during the period under report.

During the period under review, to the best of my knowledge and belief and according to the information and explanation furnished to us, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations as placed in Annexure to this report.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I/we further report that during the audit period the company has

(i) Privately placed unlisted non convertible redeemable debentures, aggregating to Rs.6500 Lakhs comprising of 6500 debentures of Rs.1 Lakh each.


R MUTHU KRISHNAN

FCS No 6775. C P No.:3033


LIST OF OBSERVATIONS

1. The company has been generally filing the necessary forms with Registrar of Companies as required under the Companies Act, 2013 and rules made thereunder. However, I have noticed certain instances of delayed filing of forms by the company beyond the time prescribed under the Companies Act, 2013 and rules made there under, by paying the necessary additional fee.

2. The company has not filed Form MGT 14 as required under Section 117 of the Companies Act, 2013 read with Rule 8 (4) of Companies (Meetings of Board and its Powers) Rules, 2014 in respect of appointment of internal auditor made in the Board meeting held on 19th December 2014.

3. The company has extended advances to the tune of Rs. 748.35 Lakhs to certain entities covered in Register maintained under Sec 189 to the Companies Act, 2013 wherein non compliance of Sec 185 of the Companies Act, 2013 has arisen.

4. The company, being listed company, has not appointed Chief Financial Officer as required under Sec 203 of Companies Act, 2013.

5. The company has filed the Shareholding Pattern report for the quarter ended 30th June 2014 as required under Clause 35 of listing agreement with stock exchanges with a minor delay and has paid the necessary penalty to National Stock Exchange in this regard.

6. There has been a change in share holding of one of the promoter of the company falling within the limits stated in Regulation 13 (4A) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; during the reporting period. However, the company has not intimated the stock exchanges about the said change in shareholding as required under Regulation 13(6) of the said regulations


Annexure A’ to Secretarial Audit Report dated 11th June 2015

The Members

Vijay Shanthi Builders Limited(CIN: L45201TN1992PLC021960)No. 20/43, Kasthuri Rangan Road,Alwarpet, Chennai-600018.

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

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices I followed provide a reasonable basis for our opinion.

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

4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

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

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


R MUTHU KRISHNAN

FCS No 6775. C P No.:3033


INDEPENDENT AUDITOR’S REPORTTO THE MEMBERS OF Vijay Shanthi Builders Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Vijay Shanthi Builders Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 the 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 financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, 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 on the financial statements.

Opinion

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

effects of the matter described in the paragraphs “Emphasis of Matter”,the afore said 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, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements:

I. Refer No. 27.1 in Financial Statements: The Appeal filed before the Commissioner of Income Tax has been dismissed during the year. In our opinion, provisioning needs to be made against the outstanding tax demand. Had the same been provided for, the profit for the year would have been decreased by Rs. 1,10,17,350/-


II. The Company has adopted selective accounting policy by deviating from Guidelines prescribed by ICAI in respect of revenue recognition of Accounting for Real Estate transactions, in the matter of one of its projects. In this regard, all significant risks & rewards are transferred to the buyers and it is not unreasonable to expect ultimate collection with no significant uncertainty existing regarding the amount of consideration. Despite this fact, the Company has not accounted for Sale of Constructed Flats. Had the accounting policy been followed consistently and revenue is accounted for, the profit for the year would have been increased by Rs.14,54,11,378/-

III. Refer No. 18 (a) (ii) in Financial Statements: In absence of confirmation from the concerned Bank(s), we are unable to comment about the correctness of balances grouped under Bank Accounts. The said value amounts to Rs.2,66,796/-

Our opinion is not modified in respect of the matters mentioned above.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the central government in terms sub-section (11) of section 143 of the Act, we give in Annexure a statement on matters specified in paragraph 3 & 4 of the said order.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 except Accounting Standard 15

– Employee Benefits, where the Company has not accounted for the Provision for Gratuity on the basis of

Actuarial Valuation.

(e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, we are of opinion that internal controls needs to be strengthened

on the basis stated in paragraph “Emphasis of Matter” & “Point (d) of Report on Other Legal and Regulatory

Requirements”.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note. 27.1 to the financial statements

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.




Firm’s Registration No. : 002956S

R. Sundar

Partner

Membership No. 012339


The Annexure referred to in paragraph 1 in Other Legal and Regulatory Requirements of Our Report of

even date to the members of Vijay Shanthi Builders Limited on the accounts of the company for the year

ended 31st March, 2015.

On the basis of such checks as we considered appropriate and according to the information andexplanation given to us during the course of our audit, we report that:

1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No Material discrepancies were noticed on such verification.

2. (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b)The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the records of Inventory, we are of the opinion that the company is maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) There are three entities covered in the register maintained under section 189 of the Companies Act, 2013 to which the company has granted loans.

(b) The loan granted is repayable on demand. We are informed that the Company has not demanded repayment of any such loan during the year, and thus, there has been no default on the part of the parties to whom the money has been lent. The loan is given interest free which is not prima facie prejudicial to the interest of the Company considering Company’s economic interest in such entity.

(c) There is no overdue amount of loans granted to companies / firms / other parties listed in the register maintained under section 189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, with regards to the purchase of inventories & fixed assets and with regards to sale of goods & services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits within the meaning of provisions of sections 73 & 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 with regard to deposits accepted from the public & from the members. No Order has been passed by the Company Law Board or the National Company Law Tribunal or by any Court or by any other Tribunal with regard to such deposits.

6. We have broadly reviewed the Books of Account relating to materials, labour and other items of cost maintained by the company pursuant to the Rules made by the Central Government for maintenance of Cost Records under section 148 (1) of the Companies Act, 2013 and we are of the opinion, that prima facie the prescribed accounts and records have been made and maintained.

7. (a) According to the records of the company, the company is not regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employees’ State Insurance, Sales-tax, Value Added Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess & other statutory dues applicable to it. However, we are unable to quantify the extent of arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of six months from the date they become payable. However, in case of Dividend Distribution Tax, an amount of Rs.33,99,095 /- is outstanding for a period exceeding six months.


(c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

8. The Company does not have any accumulated losses as at the end of the financial year under Audit. Further the company has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

9. As per the information and records produced & verified by us, the Company has not defaulted in repayment of dues to financial institutions. However, the Company has defaulted in repayment of dues to Bank, the details of which are given as under:

(b) According to the records of the company, there are no dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Value Added Tax, Service Tax, Excise Duty or Cess which have not been deposited on account of any dispute except the following:

Particulars Amount (Rs.) Forum where it is pending

Income Tax – AssessmentAssessment Year 2010-11

1,10,17,350 Income Tax Tribunal

Particulars Amount of Default (Rs.) Period of Default Paid on

ICICI - Hire Purchase Loan 3,26,442 March 2015 07.04.2015

10. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

11. In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

12. Based upon the audit procedures performed and 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.



Firm’s Registration No. : 002956S

R SUNDAR

Partner

Membership No. 012339



Particulars Note No.

As at

31 March 2015

Rs.

As at

31 March 2014

Rs.

A) EQUITY AND LIABILITIES

1. Shareholders’ funds

(a) Share capital 3 26,18,86,700 26,18,86,700

(b) Reserves and surplus 4 95,00,57,657 93,26,31,672

1,21,19,44,357 1,19,45,18,372

2. Non-current liabilities

(a) Long-term borrowings 5 69,75,92,026 19,67,54,703

(b) Deferred tax liabilities (net) 6 15,72,517 15,73,805

(c) Other long-term liabilities 7 4,27,53,967 8,95,97,735

(d) Long-term provisions 8 1,04,46,982 1,19,72,707

75,23,65,492 29,98,98,950

3. Current liabilities

(a) Short-term borrowings 9 50,00,000 33,52,15,000

(b) Trade payables 10 9,35,14,146 17,54,39,149

(c) Other current liabilities 11 24,59,05,657 11,73,10,544

(d) Short-term provisions 12 1,38,30,476 81,95,134

35,82,50,279 63,61,59,827

TOTAL 2,32,25,60,129 2,13,05,77,149

B ASSETS

1. Non-current assets

(a) Fixed assets

(i) Tangible assets 13 2,40,84,875 3,03,13,383

2,40,84,875 3,03,13,383

(b) Non-current investments 14 7,88,994 7,88,994

(c) Long-term loans and advances 15 8,17,60,000 6,83,65,704

8,25,48,994 6,91,54,698

2. Current assets

(a) Inventories 16 1,97,42,62,779 1,77,94,41,665

(b) Trade receivables 17 7,70,22,309 15,55,42,728

(c) Cash and cash equivalents 18 6,10,11,626 5,92,90,199

(d) Short term loans and advances 19 10,36,29,546 3,68,34,476

2,21,59,26,260 2,03,11,09,068

TOTAL 2,32,25,60,129 2,13,05,77,149

Significant Accounting Policies 2

See accompanying notes forming part of the financial statements

Balance Sheet As at 31 March 2015


In terms of our report attached.For V. Ramaratnam & Co.,


FRN : 002956S

R SUNDAR

Partner

M. No. 012339




KAMAKSHI KRISHNAN Company Secretary


Particulars Note No.

For the year

ended

31 March 2015

Rs.

For the year

ended

31 March 2014

Rs.

A CONTINUING OPERATIONS

1) Revenue from operations 20 64,57,28,372 65,55,36,172

2) Other income 21 53,10,292 74,89,553

3) Total revenue (1+2) 65,10,38,664 66,30,25,725

4) Expenses

(a) Cost of Construction 22 38,12,29,821 61,31,53,157

(b) Change in Inventory of Finished goods & Land 23 16,76,98,678 -10,61,74,900

(c) Employee benefits expenses 24 3,71,27,525 3,63,65,380

(d) Finance Costs 25 50,21,971 1,47,20,875

(e) Depreciation and amortisation Costs 13 50,45,754 78,12,629

(f) Other Expenses 26 2,62,01,808 3,66,51,537

Total expenses 62,23,25,558 60,25,28,679

5) Profit / (Loss) before exceptional items and tax (3-4) 2,87,13,106 6,04,97,046

6) Exceptional items - -

7) Profit / (Loss) before tax (5±6) 2,87,13,106 6,04,97,046

8) Tax expense

(a) Current tax expense for current year 99,22,288 1,88,35,134

(b) (Less): MAT credit (where applicable) - -

(c) Tax expense relating to prior years - 10,72,350

(d) Net current tax expense 99,22,288 1,99,07,484

(e) Deferred tax -1,288 -1,26,664

99,21,000 1,97,80,820

9) Profit / (Loss) from continuing operations (7±8) 1,87,92,106 4,07,16,226

B DISCONTINUING OPERATIONS

10) Loss from discontinuing operations - -

11) Profit / (Loss) from discontinuing operations (10) - -

12) Profit / (Loss) for the year (9±11) 1,87,92,106 4,07,16,226

13) Earnings per share (of Rs.10/- each)

(a) Basic

(i) Continuing operations 28.5.1 0.72 1.55

(ii) Total operations 28.5.2 0.72 1.55


Statement of Profit and Loss for the year ended 31 March, 2015



FRN : 002956S

R SUNDAR

Partner

M. No. 012339







Particulars

For the year ended

31 March 2015

For the year ended

31 March 2014

Rs. Rs. Rs. Rs.

A CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before tax 2,87,13,106 6,04,97,046

Adjustments for:

Add:

Depreciation and amortisation 50,45,754 78,12,629

Provision for impairment of fixed assets - -

Finance costs 50,21,971 1,47,20,875

Loss on sale of Fixed Assets 11,42,797 10,99,030

Provision for Damages for Breach of Contract

- -

1,12,10,522 2,36,32,534

Less:

Interest income 36,99,030 7,93,905 -

Dividend income 1,14,288 1,49,002

Rental income from investment properties 3,56,000 1,46,400

41,69,318 10,89,307

Operating profit before working capital changes

3,57,54,310 8,30,40,273

Changes in working capital:

Adjustments for (increase)/decrease in operating assets:

Inventories -19,48,21,114 -3,56,63,175

Trade receivables 7,85,20,419 13,65,96,857

Short-term loans and advances -6,67,95,069 -1,10,52,224

Long-term loans and advances -1,33,94,296 18,33,100

Other non-current assets - -

Adjustments for increase / (decrease) in operating liabilities:

Trade payables -8,19,25,003 -15,96,49,390

Other current liabilities -2,83,986 -

Other long-term liabilities -4,68,43,768 2,41,64,497

Short-term provisions 1,00,560 -8,99,36,212

Long-term provisions -15,25,725 -1,950

-32,69,67,983 -13,37,08,497

Less: Changes in Working Capital due to Non - Cash Items

- -

-29,12,13,673 -5,06,68,223

Cash flow from extraordinary items - -

Cash generated from operations -29,12,13,673 -5,06,68,223

Net income tax (paid) / refunds -43,87,506 -3,00,26,286

Net cash flow from / (used in) operating activities (A)

-29,56,01,179 -8,06,94,510

Cash Flow Statement for the year ended 31 March 2015


Particulars

For the year ended

31 March 2015

For the year ended

31 March 2014

Rs. Rs. Rs. Rs.

B CASH FLOW FROM INVESTING ACTIVITIES

Capital expenditure on fixed assets -23,56,164 -

Proceeds from sale of fixed assets 10,30,000 -10,86,776

Interest received - 12,25,000

- Others 36,99,030 -

Dividend received - 7,93,905

- Others 1,14,288 -

Rental income from investment properties 3,56,000 1,49,002

Loss from Discontinued Operations - 1,46,400

28,43,154 12,27,531

Investment in Fixed Deposits & Ear Marked Balance (Other than Cash Equivalents as per AS-3)

- -73,61,856 - -95,94,760

Net cash flow from / (used in) investing activities (B)

-45,18,702 -83,67,229

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds / (Repayment) from long-term borrowings (Net)

62,97,16,423 -

Proceeds / (Repayment) from other short-term borrowings (Net)

-33,02,15,000 8,28,44,401

Finance cost -50,21,971 4,47,86,844

Dividends paid - -1,47,20,875

Tax on dividend - -

29,44,79,452 11,29,10,370

Net cash flow from / (used in) financing activities (C)

29,44,79,452 11,29,10,370

Net increase / (decrease) in Cash and cash equivalents (A+B+C)

-56,40,429 2,38,48,631

Cash and cash equivalents at the beginning of the year

3,12,27,587 73,78,956

Cash and cash equivalents at the end of the year

2,55,87,158 3,12,27,588

Reconciliation of Cash and cash equivalents with the Balance Sheet:

Cash and cash equivalents as per Balance Sheet (Refer Note 18)

6,10,11,626 5,92,90,199

Less: Bank balances not considered as Cash and cash equivalents as defined in AS 3 Cash Flow Statements (Refer Note 18 b)

3,54,24,468 2,80,62,612

Net Cash and cash equivalents (as defined in AS 3)

2,55,87,158 3,12,27,587



Particulars

For the year ended

31 March 2015

For the year ended

31 March 2014

Rs. Rs. Rs. Rs.

Cash and cash equivalents at the end of the year

* Comprises:

(a) Cash on hand 46,87,277 26,76,442

(b) Balances with banks

(i) In current accounts 2,08,99,881 2,85,51,145

2,55,87,158 3,12,27,587


Notes:

(i) The Cash Flow Statement reflects the combined cash flows pertaining to continuing and discounting operations.

(ii) These earmarked account balances with banks can be utilised only for the specific identified purposes.




FRN : 002956S

R SUNDAR

Partner

M. No. 012339







NOTES FORMING PART OF THE FINANCIAL STATEMENTS1. CORPORATE INFORMATION

The Company was incorporated on 06th January 1992 and having its registered office at No.20/43, Kasturi Rangan Road, Alwarpet, Chennai - 600 018. The company is into the business of construction industry and involves itself in the construction of residential apartments and individual villas.

2. SIGNIFICANT ACCOUNTING POLICIES

2.1. Basis of accounting and preparation of financial statements

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards prescribed under Section 133 of Companies Act, 2013 read with Rule 7 of Companies (Accounts) Rules, 2014 and guidelines issued by the Securities and Exchange Board of India (SEBI). The financial statements have been prepared on accrual basis under the historical cost convention. All assets and liabilites have been classified as Current and Non-Current as per operating cycle set out in the Schedule III of the Companies Act, 2013. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.

2.2 Use of estimates

The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise.

2.3 Inventories

Inventories are valued as under: a. Building, Material, Stores, Spare Parts, etc - At Cost using FIFO Method b. Completed Units (Unsold) - At lower of cost or net realisable value c. Land - At lower of cost or net realisable value d. Project / Contracts work in progress - At cost Cost of Completed Units and Project / Work in Progress includes cost of land, construction / development

cost and other related costs incurred.

2.4 Cash and cash equivalents (for purposes of Cash Flow Statement)

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

2.5 Cash flow statement

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

2.6 Depreciation and amortisation

Depreciation has been provided on the straight-line method (SLM) over the period of effective useful life prescribed in Schedule II to the Companies Act, 2013 except assets costing less than Rs.5,000/- each which are fully depreciated in the year of capitalisation.

2.7 Revenue recognition

Revenue from Under Construction Properties for all projects commenced on or before 31st March 2012

The Company follows the percentage of completion method of accounting for the Real Estate division. As per this method,the revenue is recognised in proportion to the actual cost incurred as against the total estimated cost of the project under execution with the Company subject to actual cost being 30% or more of the estimated cost. As the project progresses, estimated costs, saleable area etc. are revised based on current cost indices and other information available to the Company. Expenses incurred on repairs and maintenance on completed projects are charged to the Statement of Profit & Loss.


Revenue from Under-Construction Properties for all projects commenced on or after 01st April 2012

“In respect of projects commenced on or after 1st April, 2012 and the projects commenced before that date but where revenue was not recognised in earlier years, the Company has followed revenue recognition policy in accordance with the Guidance Note on Accounting for Real Estate transactions (Revised 2012) issued by the Institute of Chartered Accountants of India. As per this method, the revenue from real estate projects is recognized when the following conditions are satisfied: i) All critical approvals necessary for commencement of the project have been obtained.

ii) Expenditure incurred on construction and development costs is more than 25% of the total estimated expenditure on construction and development costs. The construction and development costs do not include cost of land and development rights.

iii) Atleast 25% of the saleable project areas is secured by agreement with buyers.

iv) Atleast 10% of the total revenue as per agreements with buyers/application form (containing salient features of agreement to sell) has been realized at the balance sheet date.”

Revenue from Fully Constructed Properties

Income from real estate sales is recognised on the transfer of all significant risks and rewards of ownership to the buyers and it is not unreasonable to expect ultimate collection and no significant uncertainty exists regarding the amount of consideration.

Recognising Income from Maintenance Activity

The Company follows a policy of recognising the Maintenance Income (as Net-off) for the handed over flats on which Maintenance Charges were collected. The Maintenance Charges so collected on the completed projects will be recognised as income over the agreed period of maintenance of Flats.

The Income so recognised are shown as net-off of Maintenance Expenses incurred during the year under “Other Non - Operating Income”.

2.8 Other income

“Interest income is accounted on accrual basis. Dividend income and Other Income including Scrap Sale, Rental Income are accounted for when it is received.”

2.9 Tangible fixed assets

Fixed assets, are carried at cost less accumulated depreciation and impairment losses, if any. The cost of fixed assets includes interest on borrowings attributable to acquisition of qualifying fixed assets up to the date the asset is ready for its intend/for its use. Exchange differences arising on restatement / settlement of long-term foreign currency borrowings relating to acquisition of depreciable fixed assets are adjusted to the cost of the respective assets and depreciated over the remaining useful life of such assets. Machinery spares which can be used only in connection with an item of fixed asset and whose use is expected to be irregular are capitalised and depreciated over the useful life of the principal item of the relevant assets. Subsequent expenditure relating to fixed assets is capitalised only if such expenditure results in an increase in the future benefits from such asset beyond its previously assessed standard of performance.

2.10 Foreign currency transactions and translations

Transactions in foreign currencies are recorded at the exchange rates prevailing on the date of transaction. Foreign currency monetary assets and liabilities on the balance sheet date are translated at year end exchange rates. Exchange difference arising on settlement of foreign exchange transactions and translation of monetary items is recognized as income or expense in the year in which they arise.

2.11 Investments

Long term investments are valued at cost. Provision is made to recognize a diminution other than temporary, in the value of each long-term investment. Current Investments are stated at lower of cost and quoted/fair value


2.12 Employee benefits

Short Term Benefits

Short term employee benefits expected to be paid in exchange for the services rendered by the employees is recognized during the period when the employee renders the services.

Provident Fund

Provident fund is a defined contribution scheme as the Company pays fixed contribution at pre-determined rates. The obligation of the Company is limited to such fixed contribution. The contributions are charged to Profit & Loss Statement.

Gratuity

The company provides for gratuity, a defined benefit retirement plan covering eligible employees; measured upon its own estimate and charged off to Statement of Profit & Loss. There is no specific investment plan or asset to meet its gratuity liability.

2.13 Borrowing costs

Borrowing cost relating to acquisition/construction/ development of qualifying assets of the company are capitalized until the time all substantial activities necessary to prepare the qualifying assets for their intended use are complete. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use/sale. Borrowing cost that are attributable to the project in progress and qualifying land advances as well as any capital work in progress are charged to respective qualifying asset . All other borrowing costs, not eligible for inventorisation /capitalization, are charged to revenue.

2.14 Segment reporting

The Company’s business activity primarily falls within a single business segment which constitutes real estate development, there are no additional disclosures to be provided under Accounting Standard 17 ‘Segment Reporting’. The Company operates primarily in India and there are no other significant geographical segment.

2.15 Earnings per share

Basic earning per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average numbers of equity shares outstanding during the period are adjusted for events of bonus issue, a share split and share warrants conversion. Diluted earnings per share is calculated by adjusting net profit or loss for the period attributable to equity shareholders and the weighted number of shares outstanding during the period for the effect of all dilutive potential equity shares. Further where the statement of profit and loss includes extraordinary items (within the meaning of AS 5, net profit and loss for the period, prior period items and changes in accounting policies), the company discloses basic and diluted earnings per share computed on the basis of earnings excluding extraordinary items (net of tax expenses).

2.16 Impairment of assets

Management at each balance sheet date assesses using external and internal sources whether there is an indication that an asset or group of assets or a cash generating unit as the case may be impaired. An asset is treated as impaired when the carrying cost of the assets exceeds its recoverable value. An impairment loss is charged to the Statement of Profit and Loss in the year in which the asset is identified as impaired, unless the asset is carried at revalued amount, in which case any impairment loss of a revalued asset is treated as a decrease in Revaluation Reserve. The impairment Loss recognized in prior accounting periods is reversed if there has been an increase in the estimate of recoverable value.

2.17 Taxes on income

“Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions of the Income Tax Act, 1961.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future economic benefit associated with it will flow to the Company.


Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and the tax laws enacted or substantially enacted as at the reporting date. Deferred tax liabilities are recognised for all timing differences. Deferred tax assets are recognised only if there is virtual certainty that there will be sufficient future taxable income available to realise such assets. Deferred tax assets and liabilities are offset if such items relate to taxes on income levied by the same governing tax laws and the Company has a legally enforceable right for such set off. Deferred tax assets are reviewed at each Balance Sheet date for their realisability.“

2.18 Provisions and contingencies

A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes.

2.19 Provision for warranty

The Company has not formulated any policy for provision of warranty for the products and services provided by the Company. However the Company provides two years of free replacement of replaceable plumbing materials and other similar fittings. The actual expenditure incurred on these accounts is considered as expenditure during the year in which it was spent.

Particulars

As at 31 March 2015 As at 31 March 2014

Number of

sharesRs.

Number of

sharesRs.

(a) Authorised

Equity shares of Rs.10/- each 6,10,00,000 61,00,00,000 6,10,00,000 61,00,00,000

(b) Issued


(c) Subscribed and fully paid up


Total 2,61,88,670 26,18,86,700 2,61,88,670 26,18,86,700

ParticularsOpening

Balance

Changes

during the

period

Closing

Balance

Equity shares

Year ended 31 March, 2015

- Number of shares 2,61,88,670 - 2,61,88,670

- Amount Rs. 26,18,86,700 - 26,18,86,700

Year ended 31 March, 2014

- Number of shares 2,61,88,670 - 2,61,88,670

- Amount Rs. 26,18,86,700 - 26,18,86,700

NOTE 3 SHARE CAPITAL

Notes:

(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:


Particulars

Aggregate number of shares

As at

31 March 2015

As at

31 March 2014

Equity shares with voting rights

Fully paid up pursuant to contract(s) without payment being received in cash - (Shares allotted on account of Merger with High End Homes P Ltd) by court order

1,34,95,070 1,34,95,070

Class of shares


Number

of share

warrants

Amount

originally

paid up

Rs.

Number of

shares

Amount

originally

paid up

Rs.

Share Warrants 51,74,100 4,65,24,960 51,74,100 4,65,24,960

iv) Details of Forfeited Share Warrants

As per records of the Company, including its register of shareholders, the above shareholding represents both legal & beneficial ownership of shares

(iii) Terms / Rights attaching to Equity Shares

The Company has only one class of equity shares having a par value of Rs.10/- per share with voting rights (iv) Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment

being received in cash, bonus shares and shares bought back for the period of 5 years immediately preceding the Balance Sheet date:

Class of shares / Name of shareholder


Number of

shares held% holding

Number of

shares held% holding

Chandan Kumar 49,83,600 19.03 49,83,600 19.03

Suresh Kumar 49,98,240 19.08 49,98,940 19.08

(ii) Details of shares held by each shareholder holding more than 5% shares:


Particulars

As at

31 March 2015

Rs.

As at

31 March 2014

Rs.

(a) Securities premium account

Opening balance 32,48,95,052 32,48,95,052

Closing balance 32,48,95,052 32,48,95,052

(b) General reserve

Opening balance 7,63,48,495 7,03,48,495

Add: Transferred from surplus in Statement of Profit and Loss - 60,00,000

Closing balance 7,63,48,495 7,63,48,495

(c) Surplus / (Deficit) in Statement of Profit and Loss

Opening balance 47,53,81,166 44,06,64,940

Add: Profit / (Loss) for the year 1,87,92,106 4,07,16,226

49,41,73,272 48,13,81,166

Less:

Transferred to Debenture Redemption Reserve 16,25,00,000 -

Transfer of Written Down Value of Assets (Refer Note Below) 13,66,121 -

Transferred to General Reserve - 60,00,000

Closing balance 33,03,07,151 47,53,81,166

Note: The said amount represents the carrying amounts of Assets which are removed in accordance with Schedule II of Companies Act, 2013

(d) Forfeited Share Warrants

Opening balance 5,60,06,960 5,60,06,960

Add: Additions during the year - -

Closing balance 5,60,06,960 5,60,06,960

(e) Debenture Redemption Reserve

Opening balance - -

Add: Additions during the year 16,25,00,000

Less: Utilised during the year - -

Closing balance 16,25,00,000 -

Total 95,00,57,657 93,26,31,672

Notes forming part of the financial statementsNOTE 4 RESERVES AND SURPLUS


Particulars

As at

31 March 2015

Rs.

As at

31 March 2014

Rs.

(a) Term loans

From banks

Secured 21,12,00,000 14,95,28,915

(b) Bonds / Debentures

Non Convertible Debentures 65,00,00,000 -

86,12,00,000 14,95,28,915

Less: Current Maturities of Long Term Debt [Refer Note.11 (a)] 21,69,64,286 9,00,28,915

Sub-Total 64,42,35,714 5,95,00,000

(b) Loans and Advances from related parties

Unsecured 4,95,13,363 13,55,90,448

(c) Long term maturities of financial lease obligations

From banks

Secured 91,32,062 83,55,023

Less: Current Maturities of Finance Lease Obligations [Refer Note.11 (b)]

52,89,112 66,90,768

Sub-Total 38,42,950 16,64,255

Total 69,75,92,026 19,67,54,703

Particulars Terms of Repayment & Security Default

As at

31 March 2015

As at

31 March 2014

Secured Secured

Rs. Rs.

Term loans from Banks

Term Loan - South Indian Bank

Terms: Repayable in 8 Equated Quarterly Instalments commencing from January 2016 along with Interest @ 13% per annum Security: Exclusive Charge over the Receivables of Project - Boulevard and Collateral being residential vacant land beloging to the Company located at Nemilichery, Tambaram, Tamil Nadu; further secured by the personal & irrecoverable guarantee of Managing Director & Promoter of the Company

NIL (PY: Not Applicable) 21,12,00,000 -

Term loans from Banks

Term Loan - ICICI Bank

Terms: Repayable in 18 Equated Monthly Instalments along with Interest @ 14.50 % Security: Equitable Mortgage on Land at Patravakkam Village, Receivables of the Project - Boulevard, The Art & Park Avenue. Further secured by the personal & irrecoverable guarantee of Managing Director & Promoter of the Company

NIL (PY : Nil)

- 14,95,28,915

Total 21,12,00,000 14,95,28,915

Note 5 Long-term borrowings

Details of terms of Repayment & Security



As at

31 March 2015

As at

31 March 2014

Secured Secured

Rs. Rs.

Term loans from Others - -

6,500 Non-

Convertible

Debentures

[Face Value :

Rs.1,00,000/-]

Terms: Redeemable in 21 Equated

Monthly Instalments commencing

from October 2015 along with

Interest @ 18.5% per annum

Security: Exclusive First charge over

the Company’s Unsold Inventory,

Land & Buildings and all future

cash flows from the Projects - The

Company’s Share of 15 Flats in

Project The ART, Lotus Pond &

I-Sky Villas. Further secured by the

personal & irrevocable guarantee of

Managing Director & Promoter of the

Company

NIL

(PY : Not

Applicable)

65,00,00,000 -

Total 65,00,00,000 -


As at

31 March 2015

As at

31 March 2014

Unsecured Unsecured

Rs. Rs.

Loans & Advances from Related Parties

Loans &

Advances from

Related Parties

Repayable after twelve months from

April 2015 without Interest.

NIL

(PY : NIL) 4,95,13,363 13,55,90,448

Long Term Maturities of Finance Lease Obligations

Hire Purchase

Loans - Vehicles

& Generator

Payment of Equated Monthly

Instalments commencing from the

month subsequent to taking the

lease. The Borrowings are secured

by hypothecation of the vehicles &

generator purchased.

EMI March

2015 Due-

Rs.3,26,442/-

settled in April

2015 (PY : Nil)

91,32,062 83,55,023


Note 6 Deferred Tax Liabilities

Particulars

As at

31 March 2015

Rs.

As at

31 March 2014

Rs.

Opening Balance under Deferred Tax Liability 15,73,805 1,18,19,271

Add: Tax effect of item constituting Deferred Tax Liability 4,27,221 -

Less: Tax effect of item constituting Deferred Tax Assets 4,28,508 1,02,45,466

Net Deferred Tax Liabilities 15,72,517 15,73,805

Note 7 Other long-term liabilities

(a) Trade Payables - 4,74,131

(b) Others

Security deposit for maintenance (Refer Notes 2.7 (iv) & 27.1) 1,78,36,897 6,79,78,534

Receipt towards Corpus Fund 2,49,17,070 2,11,45,070

Total 4,27,53,967 8,95,97,735

Note 8 Long-term provisions

(a) Provision for employee benefits:

(i) Provision for Gratuity 14,77,140 30,02,865

(b) Provision - Others:

(i) Provision - others (Note (i) below) 89,69,842 89,69,842

Total 1,04,46,982 1,19,72,707

Note 9 Short-term borrowings

(a) Loans repayable on demand

From Financial Institutions

Secured - 30,00,00,000

From Others

Unsecured 50,00,000 3,52,15,000

(b) Loans and advances from related parties

Unsecured - -

Total 50,00,000 33,52,15,000

Note (i): Long term provision - Others represents amount payable for damages decreed by High Court Order and the company has deposited a sum of Rs.44,84,921/- with High Court of Madras which is shown under “Short Term Loans & Advances - Deposit with High Court”


Note: As per the information available with the Company, there are no outstanding dues under Trade Payables

that are required to be furnished under Section 22 of Micro, Small & Medium Enterprise Development Act, 2006

Particulars

As at

31 March 2015

Rs.

As at

31 March 2014

Rs.

Trade Payables [Refer Note below]

Towards Purchase of Land 2,98,18,881 10,22,37,551

Towards - Others 6,36,95,265 7,32,01,598

Total 9,35,14,146 17,54,39,149

Note 10 Trade payables

Particulars Nature of Security Default

As at

31 March 2015

As at

31 March 2014

Unsecured Unsecured

Rs. Rs.

Loans Repayable on Demand - From Other Parties

Inter Corporate Loan

Repayable on Demand along with Interest @ 21 % per annum

NIL (PY : NIL)

50,00,000 3,52,15,000

Particulars Nature of Security Default

As at

31 March 2015

As at

31 March 2014

Secured Secured

Rs. Rs.

Loans Repayable on Demand - From Financial Institutions

Loan - Religare Finvest Ltd

Terms: Repayable in 24 Equated Monthly Instalments along with Interest @ 17% per annum Security: Exclusive First charge over the Company’s Unsold Inventory, Land & Buildings and all future cash flows from the Projects - Lotus Pond & I-Sky Villas & Land located at Besant Nagar, Chennai. Collateral being Land located at Rathnamangalam, Chennai. Further secured by lien marked on Fixed Deposits

NIL (PY : NIL)

- 30,00,00,000

Details of Security for Short-term Borrowings


Particulars

As at

31 March 2015

Rs.

As at

31 March 2014

Rs.

(a) Current Maturities of Long Term Debt

From Banks 3,12,50,000 9,33,74,299

Towards Non Convertible Debentures 18,57,14,286 -

21,69,64,286 9,33,74,299

(b) Current Maturities of finance lease obligations

From Banks 52,89,112 -

From Other Parties - -

52,89,112 -

(c) Other Payables

Statutory Dues Payable 1,31,81,005 1,96,26,331

Expenses Payable 97,28,877 43,09,914

Advance from Customers 7,42,377 -

Total 24,59,05,657 11,73,10,544

Note 11 Other current liabilities

Particulars

As at

31 March 2015

Rs.

As at

31 March 2014

Rs.

(a) Provision for employee benefits:

(i) Provision for Salary & Other Employee - -

(b) Provision - Others:

(i) Provision for Taxation (Refer Note (i) below) 1,33,69,916 78,35,134

(ii) Provision - Others

- Audit Fees 4,60,560 3,60,000

1,38,30,476 81,95,134

Total 1,38,30,476 81,95,134

Note 12 Short-term provisions

Note I : Provision for Taxation is arrived at after deducting Advance Tax paid for the Assessment Year 2015 -16.

The Liability for Income Tax has been provided for in the Books are subject to the payment of Statutory Liabilities

and Interest due to Banks & Financial Institutions before the due date prescribed under Income Tax Act, 1961 (i.e.

30/09/2015)


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Particulars

As at

31 March 2015

Rs.

As at

31 March 2014

Rs.

Investment in Equity Instruments - Quoted Shares

Other Investments

The South Indian Bank Ltd. (1,42,860 Nos of Equity Shares) 7,88,994 7,88,994

Total Value of Quoted Investment 7,88,994 7,88,994

Provision for diminution in value of investments - -

Market Value of Quoted Investment 36,07,215 31,42,920

Particulars

As at

31 March 2015

Rs.

As at

31 March 2014

Rs.

(a) Security deposits

Unsecured, considered good 7,97,60,000 6,47,60,000

(b) Loans and advances to related parties

Unsecured, considered good - -

(c) Other Loans & Advances

Unsecured, considered good

Rental Advance 20,00,000 20,00,000

Advance to Suppliers - 16,05,704

Total 8,17,60,000 6,83,65,704

Particulars

As at

31 March 2015

Rs.

As at

31 March 2014

Rs.

(As valued by the Management)

(a) Finished Stock 22,91,72,600 23,01,42,600

(b) Work-in-progress 2,36,27,72,147 2,45,30,07,434

Less: Advance from Customers 1,14,31,71,741 1,59,68,96,820

1,21,96,00,406 85,61,10,614

(c) Others

Land acquired for construction 52,54,89,773 69,31,88,451

Total 1,97,42,62,779 1,77,94,41,665

Note 14 Non Current Investments

Note 15 Long-term loans and advances

Note 16 Inventories

(Refer Note No. 2.3 (ii) for method of valuation of Inventory)


Particulars

As at

31 March 2015

Rs.

As at

31 March 2014

Rs.

Trade receivables outstanding for a period exceeding six months from the date they were due for payment


Trade receivables outstanding for a period less than six months from the date they were due for payment


Total 7,70,22,309 15,55,42,728

Particulars

As at

31 March 2015

Rs.

As at

31 March 2014

Rs.

(a) Cash & Cash Equivalents

(i) Cash on Hand 46,87,277 26,76,442

(ii) Balances with Banks

Current Accounts 2,08,99,881 2,85,51,145

2,55,87,158 3,12,27,587

(b) Other Bank Balances

Earmarked Balances 59,55,294 16,98,089

Deposits with Bank (Lien Marked) 2,94,69,174 2,63,64,523

3,54,24,468 2,80,62,612

Total 6,10,11,626 5,92,90,199

Particulars

As at

31 March 2015

Rs.

As at

31 March 2014

Rs.

(a) Loans & Advances to Related Parties

Unsecured, considered good 7,94,11,906 45,76,963

(b) Others

Unsecured, considered good

(i) Balances with government authorities

TDS Receivables 2,12,813 2,08,570

VAT Input 2,800 -

Deposit with High Court (Refer Note (i) below) 44,84,921 44,84,921

Security Deposits 4,36,329 63,57,342

(ii) Loans and advances to employees 4,04,960 25,39,020

(iii) Advance to Suppliers 1,86,75,817 1,86,67,660

Total 10,36,29,546 3,68,34,476

Note 17 Trade receivables

Note 18 Cash and Bank Balances

Note 19 Short-term loans and advances

Note : According to Management, balances disclosed under Trade receivables outstanding for a period exceeding

six months, does not require provisioning as the possession of residential flats is still with the Company.

Note (i): The said amount represents the deposit lodged with High court in the matter of a pending litigation, in which the

Company has filed an appeal petition before the Hon’ble Supreme Court. Matter pending at the Apex Court.


Particulars

For the year ended

31 March 2015

Rs.

For the year ended

31 March 2014

Rs.

(a) Income From Operations (Refer Notes below) 64,57,28,372 65,55,36,172

Total 64,57,28,372 65,55,36,172

Note Particulars

For the year ended

31 March 2015

Rs.

For the year ended

31 March 2014

Rs.

(i) Income From Operations

Sale of Completed Projects 65,66,28,780 83,60,65,998

Sale of Land 10,61,00,000 -

(ii)Profit or Loss Recognised under percentage comple-tion method (As per AS 7)

Opening Work in Progress 2,45,30,07,434 2,64,38,21,215

Less: Refund of Land Advance 1,18,64,967 1,10,86,993

2,44,11,42,467 2,63,27,34,222

Work in Progress 2,36,27,72,147 2,45,30,07,434

Less: Purchase of Land 3,94,00,000 20,00,000

2,32,33,72,147 2,45,10,07,434

Profit / Loss from change in WIP -11,77,70,320 -18,17,26,788

(iii) Proceeds from Weighment Division 7,69,912 11,96,962

Total - Revenue from Operation 64,57,28,372 65,55,36,172

Note 21 Other income

(a) Interest income (Refer Note No (i) Below) 36,99,030 7,93,905

(b) Dividend income 1,14,288 1,49,002

(c) Other Non Operating Income (Refer Note No (ii) Below) 14,96,974 65,46,646

Total 53,10,292 74,89,553

Note

(i) Interest income comprises:

Interest from banks on:

Deposits 36,99,030 7,93,905

Total - Interest income 36,99,030 7,93,905

(ii) Other non-operating income comprises:

(a) Rental Income 3,56,000 1,46,400

(b) Sale of Scrap Items 41,994 11,96,956

(c ) Extra Work Charges 4,35,131 46,04,487

(d) labour Charges Received - -

(e) Maintanence charges received (Net-off Expenses) Refer Note 2.7 (iv))

27,720 5,98,803

(f) Miscellaneous Income 6,36,129 -

Total - Other non-operating income 14,96,974 65,46,646

Note 20 Revenue from operations


Particulars

For the year ended

31 March 2015

Rs.

For the year ended

31 March 2014

Rs.

(a) Projects in Progress at year end 34,45,07,476 8,78,65,916

(b) Projects Completed and Handed Over 3,67,22,345 52,52,87,241

Total 38,12,29,821 61,31,53,157

Note 23 Changes in Inventory of Finished Stock

Opening Stock of Land & Finished Flats 92,33,31,051 81,71,56,151

Less: Refund 9,70,000 -

Less: Closing Stock of Land & Finished Flats 75,46,62,373 92,33,31,051

Change in inventory of finished stocks 16,76,98,678 -10,61,74,900

Note 24 Employee benefits expenses

(a) Salary, Bonus, Incentive 3,38,98,925 3,33,20,854

(b) Contribution to Provident & Other Funds 9,35,746 14,55,972

(c) Staff Welfare Expenses 22,92,854 15,88,554

Total 3,71,27,525 3,63,65,380

Note 25 Finance costs

(a) Interest expense 47,28,245 75,73,643

(b) Other borrowing costs

Processing Charges 55,068 63,18,470

Bank Charges 2,38,658 8,28,762

Total 50,21,971 1,47,20,875

Note 26 Other Expenses

(a) Power and fuel 7,49,914 9,07,014

(b) Rent including lease rentals 44,82,841 58,03,828

(c) Repairs and maintenance - Building - 7,21,347

(d) Repairs and maintenance - Machinery - 6,71,553

(e) Repairs and maintenance - Others 7,70,346 5,41,472

(f) Insurance 2,73,506 3,57,151

(g) Rates and taxes 16,99,667 21,63,558

(h) Communication Expenses 8,06,871 15,29,758

(i) Travelling and conveyance 21,80,649 23,87,588

(j) Advertisement, Promotions and Exhibition Expenses 52,19,061 1,42,56,904

(k) Donations and contributions 3,70,161 3,26,150

(l) Legal and professional 47,50,562 12,68,961

(m) Payment to Auditor

As Auditor 5,00,000 5,05,620

Taxation Matters - -

For Other Services - -

(n) Miscellaneous expenses 32,55,434 41,11,604

(o) Loss on Sale of Assets 11,42,797 10,99,030

Total 2,62,01,808 3,66,51,537

Note 22 Cost of Construction


Note 27 Additional information to the financial statements

Note Particulars

As at

31 March 2015

Rs.

As at

31 March 2014

Rs.

27.1Contingent liabilities and commitments (to the extent not provided for)

Claims against the Company not acknowledged as debt

Service Tax on Corpus Fund 10,35,000 10,35,000

Service Tax 15,00,01,000 15,00,01,000

Income Tax - A.Y. 2010 - 11 (Refer note below)

Tax Payable determined in Order 1,13,17,350

Less: Tax Paid by the company 3,00,000 1,10,17,350 89,52,230

Ligitation pending at Consumer Forums 35,50,000 -

Total Contingent Liability not acknowledged 16,56,03,350 15,89,53,230

The Appeal filed by the Company before CIT - Appeals has been dismissed. The Company against this CIT Order has now preferred an appeal before the Income Tax Tribunal and is of getting substantial relief since the claims made by the Company are within the provisions of the Income Tax Act, 1961 and are squarely covered by cases decided by various Courts. Hence the same is treated as contingent liability.

27.2 Disclosure as per Clause 32 of the Listing Agreements with the Stock Exchanges

Loans and advances in the nature of Project Advance to subsidiaries, associates and others and investment in shares of the Company by such parties:

Name of the party Relationship

Amount outstanding

as at 31 March 2015

Maximum balance

outstanding during the year

Akash HousingCompany in which Key Management

Personnel are interested

3,69,47,208 (4,95,412)

3,69,47,208 (3,15,59,904)

Darshan Housing and Infrastructure Limited 2,00,50,824

(40,81,551) 2,13,04,691

(73,39,722)

Vijay Shanthi Developers Private Limited 2,24,13,874

- 2,24,13,874

-

Note: Figures in bracket relate to the Previous Financial Year 2013-14.

27.3 During the Financial Year 2014-15, the Company has not incurred the following expenditure in Foreign Currency or earned any income. However the Company has not earned any income.

Note 28 Disclosures under Accounting Standards

28.1 Details of contract revenue and costs

As at

31 March 2015

Rs.

As at

31 March 2014

Rs.

Contract revenue recognised during the year 65,66,28,780 83,60,65,998

Profits recognised (less recognised losses) upto the reporting date -11,77,70,320 -18,17,26,788

Aggregate of contract costs incurred 38,12,29,821 61,31,53,157

Particulars

As at

31 March 2015

Rs.

As at

31 March 2014

Rs.

Advertisement expenses 5,78,409 -


Advances received for contracts in progress 1,14,31,71,741 1,59,68,96,820

Gross amount due from customers for contract work (asset)

7,70,22,309 15,55,42,728

Amount collected towards Maintenance Fee for next 2 years & Corpus Fund

4,27,53,967 8,91,23,604

28.2 Employee Benefit Plans

(i) Defined contribution plans

The Company makes Provident Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs.5,13,359/- for Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

(ii) Defined benefit plans

The Company offers the following employee benefit schemes to its employees:i. Gratuity: The company is providing for the Gratuity Liability in the Books of Account based on its own estimate & it is charged to Profit & Loss Account. The Company recognised Rs.2,50,000/- (PY: Rs.3,00,000/-) towards Gratuity Liability in the Statement of Profit and Loss. There is no specific investment plan or asset kept aside to meet the Gratuity Liability. The Company is of hope that, it can pay the gratuity as and when it falls due on termination / retirement of eligible employees. During the year, the company paid Rs.17,75,725/- towards Gratuity for the retiring / resigning employees.

28.3 Details of borrowing costs capitalised

Borrowing costs capitalised during the year For the year ended 31 March 2015

Rs.

For the year ended 31 March 2014

Rs.

- as Work - in - Progress under Inventory 11,46,73,970 7,82,98,556

28.4 Related party transactions:

28.4.a Details of related parties:

Description of relationship Names of related parties

Key Management Personnel - KMPMr. Suresh Kumar, Managing Director (till 13.11.2014)

Mr. Chandan Kumar, Joint Managing Director

Mr.D.V.B.Prasad, Whole time Director

Relatives of KMP Mrs. Ratan Bai

Mrs. Rekha Jain

Mrs. Pramila Jain

Mr. Naresh Kumar

Mrs. Varsha Jain

Ms. Bakthi Jain

Ms. Pooja Jain

Mr. Darshan Jain

Companies / Firms in which the Key Management Personnel / their relatives are interested

Akash Housing

Darshan Housing Infrastructure Limited

Influence Enterprises India Private Limited

Vijay Shanthi Developers Pvt Ltd

Note: Related parties have been identified by the Management.


Particulars

Key

Management

Personnel

Relatives of

KMP

Entities over

which Key

Management

Personnel

and / or their

relatives are

able to exercise

significant

influence

Total

Rs. Rs. Rs. Rs.

Remuneration to Key Management Personnel

93,00,000 - - 93,00,000

Rent 6,13,333 - - 6,13,333

Construction Cost incurred & transferred to Related Party a/c

-9,56,146 - - -9,56,146

Unsecured Loan - Additional / Fresh Credit

8,56,99,294 - - 8,56,99,294

Unsecured Loan - Repayment of Loan

17,18,82,526 - - 17,18,82,526

Flat Advance Repaid (Adjusted in Work - in - Progress)

49,34,283 15,860 - 49,50,143

Flat Advance received (Adjusted in Work - in - Progress)

95,00,000 15,00,000 - 1,10,00,000

Loans and Advances - Additional Loans & Advances granted

- - 12,31,99,322 12,31,99,322

Loans and Advances-Loan Repayment

- - 4,75,58,539 4,75,58,539

28.4.c Balances outstanding at the end of the year

Unsecured Loan - Long & Short Term Borrowings

4,76,78,282 - 18,35,080 4,95,13,362

Flat Advance (Adjusted in Work - in - Progress)

3,17,32,413 5,79,27,250 - 8,96,59,663

Loans and advances - Asset - - 7,94,11,906 7,94,11,906

28.4.b Details of related party transactions during the year ended 31 March, 2015 and balances outstanding

as at 31 March 2015:

Note 28 Disclosures under Accounting Standards (Contd.)

Note Particulars

For the year

ended

31 March 2015

Rs.

For the year

ended

31 March 2014

Rs.

28.5 Earnings per share - Basic

28.5.1 Continuing operations

Net profit / (loss) for the year from continuing operations 1,87,92,106 4,07,16,226

Less: Preference dividend and tax thereon - -

Net profit / (loss) for the year from continuing operations attributable to the equity shareholders

1,87,92,106 4,07,16,226

Weighted average number of equity shares 2,61,88,670 2,61,88,670

Par value per share 10 10

Earnings per share from continuing operations - Basic 0.72 1.55


Note Particulars

For the year

ended

31 March 2015

Rs.

For the year

ended

31 March 2014

Rs.

28.5.2 Total operations

Net profit / (loss) for the year 1,87,92,106 4,07,16,226

Less: Preference dividend and tax thereon - -

Net profit / (loss) for the year attributable to the equity shareholders

1,87,92,106 4,07,16,226

Weighted average number of equity shares 2,61,88,670 2,61,88,670

Par value per share 10 10

Earnings per share from continuing operations - Basic 0.72 1.55

28.6 Certain Confirmation of balances for Trade Payables, Trade Deposits, Flat Advances, Other loans & advances and Bank Balances are awaited. The accounts’ reconciliation of some parties where confirmation have been received are in progress. Adjustments for differences, if any, arising out of such confirmations / reconciliations would be made in the accounts on receipt of such confirmations and reconciliations thereof. The Management is of the opinion that the impact of adjustments, if any, is not likely to be significant. In the opinion of the Management, all current assets and loans & advances would be realised at the values at which these are stated in the accounts, in the ordinary course of business.

Note 29 Previous year’s figures

29 Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.



FRN : 002956S

R SUNDAR

Partner

M. No. 012339







ATTENDANCE SLIP

VIJAY SHANTHI BUILDERS LIMITEDREGD. OFF: 20/43, Kasthuri Rangan Road,

Near Russian Cultural Centre,Alwarpet, Chennai – 600018,

Phone: 044 - 40004600Website: www.vijayshanthibuilders.com

CIN: L45201TN1992PLC021960

I here by record my presence at the 24th Annual General Meeting held on Wednesday, the 30th September,

2015 at Padmavathy Hall, No.93, Arcot Road, Virugambakkam, Chennai – 600 092 at 10.30 AM

Name of Member :

Name of Proxy (to be filled if Proxy formhas been deposited withthe company :

Folio No. / Client ID No. :

No. of Shares :

Address :

Member’s / Proxy’s Signature


Sl No Resolution(s)

Ordinary Business

1 Adoption of the audited financial statements for the year ended 31.03.2015 and the Reports of the Board of Directors and Auditors thereon

2 Re-appointment Mr Chandan Kumar Director who retires by rotation

3 Appointment of M/s V Ramaratnam & Co as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting

Special Business

4 Re – appointment of Mr DVB Prasad as the Whole Time Director of the Company for a period of three years effective from 1st March 2015

Affix Re 1 revenue stamp

Name of Member(s):…………………………………………………………………………………………………….

Registered address:-……………………………………………………………………………………………………

Email_id:…………………………………………………………………………………………………………………

Folio No/ClientId:……………………………………………………………………………………………………….

I, We being the members of ________ shares of the Vijay Shanthi Builders Limited, hereby appoint:

1. Name : Address : Email_id : Signature : or failing him

2. Name : Address : Email_id : Signature : or failing him

3. Name : Address : Email_id : Signature :

as my/ our proxy to vote for me /us and on my/our behalf at the 24th Annual General Meeting of the Company to be held on Wednesday, the 30th September 2015 at 10.30 a.m. and at any adjournment thereof in respect of such resolutions as are indicated below:

Signed this __________________ day of ______________________ 2015.

Signature of shareholder:_____________________

Signature of Proxy holders (s):___________________

Notes:The Proxy form must be deposited at the Registered Office of the Company not less than 48 hours before the time fixed for holding the Meeting.

PROXY FORM

Form No MGT- 11[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the

Companies (Management and Administration) Rules, 2014]

VIJAY SHANTHI BUILDERS LIMITEDREGD. OFF: 20/43, Kasthuri Rangan Road, Near Russian Cultural Centre,

Alwarpet, Chennai - 600018, Phone: 044 - 40004600Website: www.vijayshanthibuilders.com

CIN: L45201TN1992PLC021960


20/43, Kasthuri Rangan Road, Alwarpet, Chennai - 600 018 | Ph: 044 4000 600 | email: [email protected]

Documents

Vijay Shanthi Builders Ltd (ONF) (090915) · Vijay Shanthi Education Trust and also the founder of Darshan Dental College at Udaipur. Mr Chandan Kumar under his leadership has brought