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VIDYAVIHAR CONTAINERS LIMITED
CIN: U27200MH1971PLC015205
44th
Annual Report 2015-2016
Board of Directors
Mr. Umesh V. Joshi (DIN: 00152567) -- Chairman
Mr. K. J. Mallya (DIN: 00094057)
Mr. R. Sankaran (DIN: 00381139)
Ms. Dipti Taparia (DIN: 07132459)
Key Managerial Personnel
Mr. Arvind M. Kulkarni - Chief Executive Officer
Mr. S. B. Jhaveri - Chief Financial Officer
Mr. K. J. Mallya - Company Secretary
Auditors
M/s M. M. Nissim & Co.
Chartered Accountants
Registered Office
Bajaj Bhavan, 3rd
Floor,
Jamnalal Bajaj Marg,
226, Nariman Point,
Mumbai 400 021
Tel: 022 – 61216666
Fax: 022 - 22021174
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VIDYAVIHAR CONTAINERS LIMITED
Regd. Office: Bajaj Bhavan, 3rd Floor, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai 400 021. Tel. No.: 022-61216666
CIN: U27200MH1971PLC015205
DIRECTORS’ REPORT
1. Your Directors take pleasure in presenting the Forty Fourth Annual Report on
the operations of the Company along with the audited financial statements for
the financial year ended 31st March 2016.
2. Financial Results:
(Amount Rs. in lakhs)
Current Year Previous Year
Income 412.86 153.75
Expenditure
(247.28) (229.27)
Profit /(Loss) for the year before Tax and
exceptional item of expenditure
165.58 (75.52)
Less: Exceptional Items – (Irrecoverable Inter Corporate Deposits
Written Off)
(1285.60) -
Profit /(Loss) for the year after Tax and exceptional item of
expenditure
(1120.02) (75.52)
(Excess)/Short Provision for Tax
250.90 (13.31)
Profit /(Loss) for the year (1370.92) (62.21)
3. Dividend:
The Directors do not recommend payment of dividend for the year ended
31st March, 2016 in view of the accumulated losses.
4. Operations:
Development of Land at Vidyavihar:
The Company had executed Development Agreement with M/s. Gammon
Neelkanth Realty Corporation (GNRC) on 24th June, 2005 in consideration for
allocation of residential flats aggregating to carpet area of 2,19,000 sq. ft.
alongwith 200 number of parking spaces in the residential complex to be
constructed at the cost of the Developer. During the year under review,
eventhough there has been progress in the construction activities of the aforesaid
residential complex , the developer has not given possession of the flats for
delivery to respective buyers of the aforesaid flats . Therefore, steps are being
taken to expedite completion of the construction of the residential complex and to
obtain requisite statutory approvals for handing over legal possession of the flats
allocated to the Company.
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5. Transfer to Reserves:
No amount was transferred to General Reserves at the end of FY 2015-16.
6. Material Changes and Commitments:
There have been no material changes and commitments, affecting the financial
position of the Company, which have occurred between the end of the financial
year of the Company and the date of this report.
7. Share Capital:
There was no public issue, rights issue, bonus issue or preferential issue etc.
during the year. The Company has neither issued any shares with differential
voting rights, sweat equity shares nor has it granted any stock options during the
year.
8. Deposits:
The Company has neither accepted nor renewed any deposits during the year
under review.
9. Disclosure of Orders Passed by Regulators or Courts or Tribunal:
No orders have been passed by any Regulator or Court or Tribunal which can
have impact on the going concern status and the Company’s operations in future.
10. Particulars of Loans, Guarantees and Investments:
The Company has neither given any loans/guarantees to any other entity nor has
made any investments during the financial year.
11. Related Party Transactions:
There were no related party transactions entered into by the Company during the
financial year which attracted the provisions of Section 188 of the Companies Act,
2013 as all related party transactions that were entered into by the Company
during the year were on an arm’s length basis and were in the ordinary course of
the Company's business. Hence there are no transactions which are required to
be disclosed in Form AOC-2.
12. Director’s Responsibility Statement:
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:
i. in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made therefrom;
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ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended as at 31st March, 2016 and of the loss of the Company for the said period;
iii. the directors have 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. the directors have prepared the annual accounts on a going concern basis;
v. the Company being an unlisted public company, sub-clause (e) of section 134(3) of the Companies Act, 2013 pertaining to internal financial controls is not applicable to the Company; and
vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
13. Extract of Annual Return:
The extract of the Annual Return as provided under sub-section (3) of Section 92 of the Companies Act, 2013, in the prescribed Form MGT- 9 is annexed to this report as Annexure A.
14. Board of Directors & Key Managerial Personnel:
A. Board of Directors:
As on 31st March 2016, the Board of Directors of the Company consisted of
four directors, of whom two were non-executive independent (including one
woman director) and two were non-executive and non-independent as per
details given in the Table below. The Company has a non-executive
Chairman.
Sr. No. Name of the Director Category
1 Mr. Umesh V. Joshi Chairman, Non Executive
2 Mr. K. J. Mallya Non Executive
3 Mr. R. Sankaran Non Executive & Independent
4 Ms. Dipti Taparia Non Executive & Independent
Mr. Umesh V. Joshi, Non-Executive Director, retires by rotation and being
eligible offer himself for reappointment. The Board recommends his
reappointment.
B. Key Managerial Personnel:
The Company already has Key Managerial Personnel in accordance with the
provisions of Section 203 of the Companies Act, 2013, as per details given below:
i. Mr. Arvind M. Kulkarni : Chief Executive Officer (CEO)
ii. Mr. S. B. Jhaveri : Chief Financial Officer (CFO)
iii. Mr. K. J. Mallya : Company Secretary (CS)
4
None of the Directors or Key Managerial Personnel draws any remuneration from
the Company, except that Independent Directors are paid sitting fees of Rs. 5,000/-
per Board Meeting and Rs. 3,000/- per Committee meeting and meeting of
Independent Directors attended by them.
15. Declaration of Independence:
The Independent Directors of the Company have submitted their Declaration of
Independence, as required under the provisions of Section 149(7) of the
Companies Act, 2013 stating that they meet the criteria of independence as
provided in Section 149(6) of the said Act.
16. Board Meetings:
The Board of Directors of the Company met four times during the year under
review on 26.05.2015, 07.09.2015, 21.12.2015 and 28.03.2016. The particulars of
attendance of the Board of Directors at the said meetings are provided in the
table below.
Name of Director Number of Board
Meetings held during the year
Number of Board Meetings attendant
during the year
Mr. Umesh V. Joshi 4 4
Mr. K. J. Mallya 4 4
Mr. R. Sankaran 4 4
Ms. Dipti Taparia 4 4
As per the provisions of Code for Independent Directors as laid down in
Schedule IV of the Companies Act, 2013, a separate meeting of Independent
Directors was duly held on 28th March, 2016. No other Directors or Key
Mangerial participated in the said meeting.
17. Committees of Board
A. Audit Committee:
Pursuant to the Section 177 of the Companies Act, 2013, the Board has
constituted an Audit Committee of the Board comprising the following
members:
i. Mr. Umesh V. Joshi - Chairman
ii. Mr. R. Sankaran - Member
iii. Ms. Dipti Taparia - Member
B. Nomination and Remuneration Committee:
Pursuant to the Section 178 of the Companies Act, 2013, the Board has
constituted a Nomination and Remuneration Committee of the Board
comprising the following members:
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i. Mr. R. Sankaran - Chairman
ii. Mr. Umesh V. Joshi - Member
iii. Mr. K. J. Mallya - Member
iv. Ms. Dipti Taparia - Member
During the year under review, the meetings of Audit Committee and Nomination
and Remuneration Committee of Board of Directors of the Company was on held
on 26.05.2015 and all the committee members were present in the respective
Committee meetings in which they are members.
18. Corporate Social Responsibility
The Company has not crossed the threshold limits as specified in Section 135 of
the Companies Act, 2013. Hence, the provisions of Section 135 of the Companies
Act, 2013 relating to CSR initiatives which need to be undertaken by a Company
are not applicable to the Company.
19. Directors’ Remuneration Policy & Criteria for Matters under Section 178
Information on the Company's policy on director's appointment and
remuneration including the criteria for determining the qualifications, positive
attributes and independence of a director and other matters provided under
Section 178(3) are given in the statement annexed to this report as Annexure B.
20. Risk Management Policy:
The process of identification and evaluation of various risks inherent in the
business environment and the operations of the Company and initiation of
appropriate measures for prevention and/or mitigation of the same are dealt
with by the Board of Directors of the Company.
21. Adequacy of Internal Financial Controls:
The Company has adequate internal control systems to ensure proper recording
and accounting of financial and operational information and has an internal
auditor in compliance with regulatory and statutory requirements applicable to
the Company.
22. Performance Evaluation of the Board
Pursuant to the provisions of the Companies Act, 2013, a separate exercise was
carried out to evaluate the performance of individual directors, including the
Chairman of the Board who were evaluated on parameters such as level of
engagement, contribution, openness to new ideas, risk management compliances,
independence of judgement, and safeguarding the interests of the Company. The
performance evaluation of the Independent directors was carried out by the
entire Board. The performance evaluation of the Chairman and Non-Independent
Directors was carried out by the Independent Directors. The Board also carried
out annual performance evaluation of the working of the Audit and Nomination
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& Remuneration Committees. The directors have expressed satisfaction with the
evaluation process.
23. A. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings & Outgo:
The provisions as stipulated under Section 134(3)(m) of the Companies Act, 2013
read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014 with respect to
the information relating to energy conservation and technology absorption and
Foreign exchange for the financial year ended 31st March, 2016 are not applicable
to the Company as the Company is not engaged in any manufacturing
operations.
B. Particulars of Employees:
There were no employees employed throughout or part of the year whose
remuneration was within the purview of the limits prescribed under the
provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and rule
5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
24. Auditors
A. Statutory Auditors:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the
rules made thereunder, the current auditors of the Company, M/s. M. M. Nissim
& Co., Chartered Accountants (Firm Registration No. 107122W) were appointed
by the shareholders at the 43rd Annual General Meeting to hold office until the
conclusion of the 44th Annual General Meeting.
In view of the provisions of Section 139 of the Companies Act, 2013 and the rules
made thereunder which prescribe the maximum period for which audit firm can
be appointed as auditors of the Company, it is proposed to appoint M/s. SCA &
Associate, Chartered Accountants (Firm Registration No. 101174W) as Statutory
Auditors of the Company at the ensuing Annual General Meeting. .
The Company has received a confirmation from M/s. SCA & Associatesthat they
are not disqualified to act as Auditors and are eligible to hold the office as
Auditor of the Company. In this regard, the necessary resolution for appointment
of the said Auditors is included in the Notice of 44th AGM for seeking approval of
the members. The Board placed on record its appreciation of the services of
retiring auditors M/s. M. M. Nissim & Co., Chartered Accountants (Firm
Registration No. 107122W) who have been auditors of the Company since FY:
2005-06.
The observations made in the auditors’ report, read together with the relevant
notes thereon are self-explanatory and hence, do not call for any comments under
section 134(3)(f) of the Companies Act, 2013.
I. REGISTRATION AND OTHERS DETAILS
i) CIN U27200MH1971PLC015205
ii) Registration Date 01/07/1971
iii) Name Of The Company VIDYAVIHAR CONTAINERS LIMITED
iv) Category /Sub-Category Of The Company Company having Share Capital
v) Address of the Registered office and contact details 3rd Floor, Bajaj Bhawan, Jamnalal Bajaj
Marg, 226, Nariman Point, Mumbai,
Maharashtra 400021
Ph: 022 61216666
Fax: 022 22021174
vi) Whether Listed Company (Yes/No) No
vii) Name, Address and Contact details of Registrar and Transfer Agent,
if any
Not Applicable
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
Sr. No.
Name and Description of Main Products/ Services NIC Code Of The Product /Service % to total turnover of the Company
1 Real Estate activities with own or leased property 68100 100%
III.
Sr. No.
Name and Address of the Company CIN / GLN Holding/ Subsidiary/ Associate
% of shares held
Applicable Section
1 Mukand Limited L99999MH1937PLC002726 Holding 100.00 2(46)
ANNEXURE - A
PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Vidyavihar Containers Limited
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31st March, 2016
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
All the business activities contributing 10 % or more of the total turnover of the company shall be started
CIN: U27200MH1971PLC015205
IV.
Categary of Shareholders % change during
the year
Demat Physical Total % of Total
Shares
Demat Physical Total % of Total Shares
A. Promoters
1. Indian
a. Individual/HUF 0 0 0 - 0 0 0 - -
b. Central Govt. 0 0 0 - 0 0 0 - -
c. State Govt. 0 0 0 - 0 0 0 - -
d. Bodies Corp. 11976755 7 11976762 100.00 11976755 7 11976762 100.00 -
e. Bank/ FI 0 0 0 - 0 0 0 - -
f. Any Other 0 0 0 - 0 0 0 - -
Sub-Total (A)(1) 11976755 7 11976762 100.00 11976755 7 11976762 100.00 -
2. Foreign -
a. NRI- Individuals 0 0 0 - 0 0 0 - -
b. Other Individuals 0 0 0 - 0 0 0 - -
c. Bodies Corporate 0 0 0 - 0 0 0 - -
d. Banks/FI 0 0 0 - 0 0 0 - -
e. Any Other 0 0 0 - 0 0 0 - -
Sub-Total (A)(2) 0 0 0 - 0 0 0 - -
Total Shareholding Of Promoter (A) =
(A)(1) + (A)(2)
11976755 7 11976762 100.00 11976755 7 11976762 100.00 -
B. Public Shareholding
1. Institutions
a. Mutal Funds 0 0 0 - 0 0 0 - -
b. Bank/ FI 0 0 0 - 0 0 0 - -
c. Central Govt. 0 0 0 - 0 0 0 - -
d. State Govt(s) 0 0 0 - 0 0 0 - -
e. Venture Capital Funds 0 0 0 - 0 0 0 - -
f. Insurance Companies 0 0 0 - 0 0 0 - -
g. FIIs 0 0 0 - 0 0 0 - -
h. Foreign Venture Capital 0 0 0 - 0 0 0 - -
i. Others (specify) 0 0 0 - 0 0 0 - -
Sub-Total (B)(1) 0 0 0 0.00 0 0 0 0.00 -
2. Non- Institutions
a. Body Corporate
i. Indian 0 0 0 - 0 0 0 - -
ii. Overseas 0 0 0 - 0 0 0 - -
b. Individuals
i. Individual shareholders
holding nominal share capital
upto Rs. 1 lakh
0 0 0 - 0 0 0 - -
ii. Individual shareholders
holding nominal share capital
in excess of Rs. 1 lakh
0 0 0 - 0 0 0 - -
c. Others (specify)
i.Clearing members 0 0 0 - 0 0 0 - -
ii.NRIs 0 0 0 - 0 0 0 - -
iii.Trusts (Employee Welfare Funds) 0 0 0 - 0 0 0 - -
iv.Non Promoter - Non Public
Employee Welfare Funds
0 0 0 - 0 0 0 - -
Sub-Total -B-(2) 0 0 0 0.00 0 0 0 0.00 -
Total Public Shareholding (B) = (B)(1) +
(B)(2)
0 0 0 0.00 0 0 0 0.00 -
C. Shares held by Custodian for GDRs &
ADRs
0 0 0 0.00 0 0 0 0.00 -
Grand Total (A+B+C) 11976755 7 11976762 100.00 11976755 7 11976762 100.00 -
No. of Shares % of total shares
of the Company
% of shares
pledged/
encumbered to
total shares
No. of Shares % of total shares
of the Company
% of shares
pledged/
encumbered to
total shares
1 Mukand Limied along with its Nominees 11976762 100.00 0.00 11976762 100.00 0.00 0.00
TOTAL 11976762 100.00 0.00 11976762 100.00 0.00 0.00
No. of Shares % of total shares
of the Company
No. of Shares % of total shares
of the Company
At the begining of the year 11976762 100.00 11976762 100.00
Date wise increase/ decrease in Promoters
Shareholding during the year specifying the
reasons for increase / decrease (e.g.
Allotment / transfer/ bonus/ sweat equity
etc.)
0 0.00 0 0.00
At the end of the year 11976762 100.00 11976762 100.00
% Change in
shareholding
during the year
Shareholder's NameSr.
No.
iii) Change in Promoters' Shareholding (please specify, if there is no change)Sr.
No.
Shareholding at the beginning of
the year (1st April, 2015) / at the end
of the year (31st March, 2016)
Cumulative Shareholding during the
year
No. of shares held of the beginning of the year (1st April, 2015) No. of shares held of the end of the year (31st March, 2016)
SHARE HOLDING PATTERN (Equity Share Capital Breakup as Percentage of Total Equity)
i) Categary-wise Share Holding
ii) Shareholding of PromotersNo. of shares held of the beginning of the year (1st
April, 2015)
No. of shares held of the end of the year (31st March,
2016)
Sr.
No.
For Each of the top 10 Shareholders No. of Shares % of total shares
of the Company
No. of Shares % of total shares
of the Company
Not Applicable 0 0.00 0 0.00
Sr.
No.
Date increase/ decrease
in shareholding
Reason
For Each of the Directors & KMP No. of Shares % of total shares
of the Company
No. of Shares % of total shares
of the Company
Directors
1 Umesh V. Joshi* - Chairman 1 0.00 - - - 1 0.00
2 R. Sankaran 0 0.00 - - - 0 0.00
3 K. J. Mallya* 1 0.00 - - - 1 0.00
4 Dipti Taparia 0 0.00 - - - 0 0.00
Key Managerial Personnel
1 Arvind M. Kulkarni
Chief Executive Officer
0 0.00 - - - 0 0.00
2 S. B. Jhaveri*Chief Financial Officer
1 0.00 - - - 1 0.00
3 K. J. Mallya*Company Secretary
1 0.00 - - - 1 0.00
Shareholding at the beginning of
the year (1st April, 2015)
Shareholding at the end of the year
(31st March, 2016)
v) Shareholding of Directors and Key Managerial Personnel
iv) Shareholding pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)
Shareholding at the beginning of
the year (1st April, 2015) / at the end
of the year (31st March, 2016)
Note:
Cumulative Shareholding during the
year
*Mr. Umesh V. Joshi, Mr. S. B. Jhaveri and Mr. K. J. Mallya hold shares as nominees of Mukand Limited
V.
Particulars
Secured Loans
excluding
deposits (Rs.)
Unsecured Loans
(Rs.)Deposits (Rs.)
Total
Indebtedness (Rs.)
INDEBTEDNESS AT THE
BEGINNING OF THE FINANCIAL
YEAR
i.Principal Amount - 23,41,88,557 23,41,88,557
ii.Interest due but not paid - 27,59,76,303 27,59,76,303
iii.Interest accrued but not due - 5,39,148 5,39,148
Total (i+ii+iii) - 51,07,04,008 51,07,04,008
Changes in indebtedness during the
financial year
*Addition - 2,83,40,828 2,83,40,828
*Reduction - (5,00,00,000) (5,00,00,000)
Net Change - (2,16,59,172) (2,16,59,172)
INDEBTEDNESS AT THE END OF
THE FINANCIAL YEAR
i.Principal Amount - 20,95,88,557 20,95,88,557
ii.Interest due but not paid - 27,63,94,218 27,63,94,218
iii.Interest accrued but not due - 30,62,061 30,62,061
Total (i+ii+iii) - 48,90,44,836 48,90,44,836
VI.
Sr
No
Particulars Of Remuneration
(in Rs.)
Mr. Umesh V.
JoshiMr. K. J. Mallya
Mr. R.
SankaranMs. Dipti Taparia
1 Independent Directors
Fee for attending Board Meetings - - 20,000.00 20,000.00 40,000.00
Committee Meetings - - 6,000.00 6,000.00 12,000.00
Commission - - - - -
Others, please specify
Independent Directors Meeting - - 3,000.00 3,000.00 6,000.00
TOTAL (1) - - 29,000.00 29,000.00 58,000.00
2 Other Non-Executive Directors
Fee for attending Board Meetings - - - - -
Committee Meetings -
Commission - - - - -
Others, please specify - - - - -
TOTAL (2) - - - - -
TOTAL (B) = (1+2) - - 29,000.00 29,000.00 58,000.00
Total Managerial Remuneration
Overall Ceiling as per the Act
INDEBTEDNESS
Indebtedness of the Company including interest outstanding/ accrued but not due for payment
The Company
has neither
invited nor
renewed any
Deposits
REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director , Whole-Time Directors and /or Manager :
The Company has paid no remuneration to Mr. Arvind M. Kulkarni, CEO, Mr. S. B. Jhaveri, CFO & Mr. K. J. Mallya, Company Secretary.
Nil
B. Remuneration to other directors:
Name of DirectorsTotal Amount
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:
ANNEXURE – B
VIDYAVIHAR CONTAINERS LIMITED
(I) REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL
AND OTHER EMPLOYEES
A. INDEPENDENT DIRECTORS(IDs)
IDs are be paid –
i) a sitting fee of Rs. 5,000/- for every meeting of
the Board, attended by them; and
ii) a sitting fee of Rs. 3,000/- for every meeting of
Committee of the Board and meeting of Independent
Directors, attended by them.
The Company has no stock options plans and no payment by
way of bonus, pension, incentives etc. is paid to IDs.
B. NON-EXECUTIVE DIRECTORS(NEDs)
All NEDs are nominees of Mukand Limited, the holding
company, and hence no remuneration is paid to them.
C. MANAGING DIRECTOR & KEY MANAGERIAL PERSONNEL & OTHER
EMPLOYEES
The objective of the policy is directed towards having a
compensation philosophy and structure that will reward and
retain talent. The Company has no Managing and Whole-time
Director. The Key Managerial Personnel are on deputation
from the holding company viz., Mukand Ltd. and do not draw
any remuneration from the Company.
The Company has no stock options, plans and hence such
instruments do not form part of his remuneration package.
The Remuneration to others as and when appointed will be
such as to ensure that the relationship of remuneration to
performance is clear and meets appropriate performance
benchmarks.
Remuneration to Directors, Key Managerial Personnel and
Senior Management will involve a balance between fixed and
incentive pay reflecting short and long term performance
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