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EQUITY - MARKET SCREENER

Valecha Engineering Ltd
Industry :  Construction
BSE Code
ISIN Demat
Book Value()
532389
INE624C01015
16.0541433
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
VALECHAENG
5.81
42.81
EPS(TTM)
Face Value()
Div & Yield %
3.27
10
0
 

As on: May 27, 2022 02:05 AM

To The Members,

The Directors present their 44th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2021.

Rs. in Crores
Financial Highlights (Standalone) 2020-21 2019-20
Revenue from Operations 218.63 207.89
Other Income 5.32 5.70
Total Revenue 223.95 213.59
Profit before Interest, Depreciation, Exceptional Items and Tax 9.06 5.53
Less: Finance Cost 0.76 1.27
Profit before Depreciation, Exceptional Items and Tax 8.30 4.26
Less: Depreciation and Amortization Expenses 1.32 2.11
Profit /(Loss) before Exceptional Item and Tax 6.98 2.15
Exceptional Item (5.86) (0.50)
Profit/ (Loss) before Tax 1.12 1.65
Provision for Tax ( Including earlier Year Taxation) 0.42 -
Profit /(Loss) after Tax 1.54 1.65
Other comprehensive income/(loss) for the year (0.38) 1.72
Total comprehensive income for the year 1.16 3.37
Retained Earnings- Opening Balance (140.85) (142.50)
Add: Profit/ (Loss) for the Year 1.54 1.65
Retained Earnings- Closing Balance (139.30) (140.85)

1. Share Capital:

The paid up Equity Share Capital as on 31st March, 2021 was Rs. 22.53 Crores.

2. Dividend:

In view of the carried forward losses, the Board regrets its inability to recommend any dividend for the year ended 31st March, 2021.

3. Reserves:

No amount is being transferred to reserves.

4. Operations/ State of affairs during the year:

Standalone

The Company has achieved a turnover of Rs. 218.63 crores as at 31st March, 2021 against Rs Rs.207.89 crores resulting into an increase by

5.17%. The Company has incured profit after Tax of Rs. 1.54 crores against the Profit after Tax of Rs. 1.65 crores in the previous year.

The company has achieved a consolidated turnover of Rs. 232.02 crores as at 31st March, 2021 against Rs 240.36 crores resulting into reduction by 3.47%. The company has incurred a consolidated loss of Rs. 56.18 crores against the Loss after tax of Rs 156.50 crores in the previous year.

5. Fixed Deposits:

As on 31st March, 2021, Fixed Deposits stood at Rs.22.80 Crores as against Rs. 27.93 Crores in the previous year.

Details relating to deposits covered under The Companies (Acceptance of Deposits) Rule, 2014 for the Financial Year 2020-21; deposits re-paid during the year is Rs. 534.56 lakhs to Fixed Deposit holders.

The Company has not repaid deposits amounting to Rs.22.8 crores as at March 31, 2021 as per the contractual terms. Pursuant to the NCLT order dated 03.04.2019, 11.06.2019 , 22.08.2019, 14.11.2019, 26.05.2020 and in terms of NCLAT order dated 12.02.2020, the matter has since been sub-judiced. As per these orders, the proceeds from Canara Bank and refunds from Income Tax department will be exclusively utilized for repayment of deposits to deposit holders.

Despite the financial crunch and difficulties faced by the Company, the Company Rs. 534.56 lakhs to Fixed Deposit holders.

6. Material changes and commitments:

There have been no material changes and commitments, affecting the financial position of theCompany between the end of the financial year of the Company to which the financial statements relate and the date of the report.

7. Changes in the nature of business

There has been no change in the nature of business

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:

The Company Petitions were admitted by this Hon'ble Court of Bombay vide orders dated 07.04.2017 and 30.01.2018 and thereafter, the

Company was ordered to be wound up vide Orders dated 01.03.2018 and 26.04.2018 passed by the Hon'ble Court in the said Petition 1 and Petition 2, respectively. The Company being aggrieved by the Orders dated 01.03.2018 and 26.04.2018 passed by the Hon'ble Court filed Appeals bearing nos. Appeal No. (L) 126 of 2018 and Appeal No. (L) 535 of 2018, respectively. However, both the appeals were also dismissed by the Hon'ble Court vide orders dated 05.03.2021 and 09.03.2021.

Pursuant to the dismissal of the said Appeals the Company preferred a Special Leave Petition bearing No. SLP (Civil) Diary No.7103 1 2021 before the Hon'ble Supreme Court, which eventually was also dismissed by the Hon'ble Supreme Court vide Order dated 30.04.2021. However, the said order dated 30.04.2021 also granted liberty to the Company to present a formal petition/application and present a scheme of settlement.

One of the shareholders of the Company, Valecha Investments Pvt Ltd, holding 17.77% of the total equity shares, propounded a scheme of arrangement / compromise in pursuance of the liberty granted by the Supreme Court of India. They have also filed Company Summons for

Directions (L) No. 25113 of 2021 seeking appropriate orders to call for meetings of stakeholders to vote on the scheme.

SBI moved an application to transfer the matter to NCLT as the Company is a construction and infrastructure development company and is a going concern which also mentioned in order. Hon'ble court vide order dated 17.12.2021 pleased to pass an order to transferred the matter to National Company Law Tribunal and all the applications and Official Liquidators Reports were disposed off.

The Bombay High Court vide order dated 17.12.2021 the status of the Company stands changed from Liquidation to Going Concern. the Company were suspended Office InviewoftheOfficialLiquidatorsealedtheRegistered for the period from 11.03.2021 to 17.01.2022 (Seal Opened).

9. Events occurring after the Last Annual General Meeting and upto to date:

The Subsidiary Company Valecha L M Toll Private Limited (VEL Stake 74%).

NCLT, Mumbai is satisfied that the Corporate Debtor i.e Valecha L M Toll Private Limited has to be liquidated in terms of the provisions of Section 33 of IBC, 2016. Mr. Udayraj Patwardhan, Resolution Professional having IBBI Registration No. IBBI/IPA-001/IP-PP00024/2016-2017/10057, has given his consent to act as a Liquidator of the Corporate Debtor. In view of the fact that the CoC has not approved any resolution plan and passed a resolution for liquidation of the Corporate Debtor i.e Valecha L M Toll Private Limited, the Corporate Debtor i.e Valecha L M Toll Private

Limited, shall be liquidated in the manner as laid down in Chapter III with consequential directions.

10. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 134 of the Companies Act, 2013, and Rules thereunder: A. Conservation of Energy: At all the sites of the Company the consumption of power is regularly monitored and necessary measures are taken to regulate the consumption.

B. Technology absorption: During the year under review, there is no expenditure on Technology Absorption and on Research and

Development.

C. Foreign Exchange Earnings & Outgo:

(Rs. in lakhs)
2020 - 21 2019 - 20
Foreign Exchange Outgo NIL NIL
Foreign Exchange Earned NIL NIL

11. Details of Subsidiary/Joint Ventures/Associate Companies: As on 31st March, 2021, the Company has the following 6 subsidiaries namely:-

1. Valecha Infrastructure Limited

2. Professional Realtors Private Limited

3. Valecha LM Toll Private Limited (Since liquidated)

4. Valecha Badwani Sendhwa Tollways Limited

5. Valecha Kachchh Toll Roads Limited

6. Valecha International FZE

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of Financial Statements of subsidiaries in Form AOC-1 forms part of the Financial Statement and hence not repeated here for the sake of brevity.

12. Consolidated Financial Statements

The audited Consolidated Financial Statements of the Company also form part of the Annual Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its subsidiaries on its website www.valechaeng.in. The Company will make available the audited annual accounts and associated information of its subsidiaries, upon request by any of its shareholders.

13. Particulars of Loans, Guarantees or Investments under Section 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

14. Auditors' and their Report:

- Statutory Auditor

M/s. Bagaria & Co. LLP conducted the Statutory Audit for the year 2020-21. The Independent Auditors Report to the members of the Company in respect of the Standalone and Consolidated Financial Statements for the year ended 31st March, 2021 form part of this Annual Report.

STATUTORY AUDITORS In accordance with the provisions of Section 139 of the Companies Act, 2013, at the Annual General Meeting held on August 21, 2017, M/s. Bagaria & Co. LLP, Chartered Accountants were appointed as the Statutory Auditors of the Company for a period of 5 years till the conclusion of 47th AGM subject to the ratification by the members at every AGM. The requirement to place the matter relating to appointment of Auditors for ratification by members at every AnnualGeneralMeetingwasomittedvidenotificationdated May 7, 2018, issued Accordingly,noresolutionis proposedforratification appointment of Auditors bytheMinistryofCorporateAffairs. in ensuing AGM of the Company. The Company has received a letter from M/s. M/s. Bagaria & Co. LLP, Chartered Accountantsconfirmingthat they are eligible for continuing as Statutory Auditors of the Company.

Statutory Auditors' Remarks

Relevant Notes to Standalone Financial Statement provideclarificationto the Auditors' opinion in related points of the Audit report (Standalone)

Relevant Notes to Consolidated Financial Statement provide clarification to the Auditors' opinion in related point of the Audit report (Consolidated)

Cost Auditor:

Pursuant to Section 148 of the Companies Act, 2013, in terms of the Central Government's directives, the Board of Directors on the recommendation of the Audit Committee had appointed M/s Darshan Vora & Co (M/36481), Cost Accountant, as the Cost Auditor of the Company for the year 2021-22.

M/s Darshan Vora & Co have confirmed that their appointment is within the limits of Section 139 of the Companies Act, 2013 and has certified that they are free from any disqualifications specified under Section 148(5) and all other applicable provisions of the CompaniesAct, 2013. The said auditors have given their eligibility certificate for appointment as CostAuditor.

- Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Ragini Chokshi & Co, Practicing Company Secretary (Membership No.2390), a firmof Company Secretaries in practice to undertake the Secretarial Audit for the financial year ended 31st March, 2021. Their Report is annexed as Annexure–A to this report.

15. Adequacy of Internal Financial Control

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information to

Directors.

16. Directors:

- Appointment of Directors:

The Board of Directors at its meeting held on 22.12.2021 have appointed Ms. Chetna Verma (DIN: 08981045), Ms. Bharti Ranga (DIN: 06864738) and Mr. Achal Kapoor (DIN: 09150394) as a Non Executive & Additional – Independent Directors of the Company.

The Board, therefore, recommends their appointment as a director of the Company. A brief resume and other relevant information has been furnished in the notice convening the AGM.

- Retirement by Rotation

In accordance with the requirement of the Companies Act, 2013, Ms. Lalna Takekar (DIN: 08111805) Non-Executive Director, liable to retire by rotation at the ensuing Annual General Meeting, being eligible, offers herself for re-appointment.

Declaration by Independent Directors:

Ms. Chetna Verma (DIN: 08981045) , Ms. Bharti Ranga (DIN: 06864738) and Mr. Achal Kapoor (DIN: 09150394) Non Executive & Additional

Independent Directors on the Board of the Company, confirmthat they meet the criteria of Independence as prescribed both under the Companies

Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

All Non Executive and Independent Directors have given declaration that they meet the criteria of independence as provided in section 149 (6) of the Act, and Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances, which has affected their status as Independent Director. The Non-Executive and Independent Directors of the company had no pecuniary relationship or transactions with the company.

In the opinion of the Board, they fulfill the conditions of independence as specified and are independent of the management.

17. Board Evaluation

The Nomination and Remuneration Committee has laid down criteria for performance evaluation of the Directors, Chairperson, Board Level Committees and the Board as a Whole and also the evaluation process for the same. The Directors were satisfied which reflected the overall engagement of the Board Members and its Committees with the Company.

18. Meetings of the Board of Directors:

The details of the number of meetings of the Board held during the Financial Year 2020-21 forms part of the Corporate Governance Report.

19. Committees of the Board of Directors The Board of Directors have the following Committees

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate

Governance section of this Report.

20. Policies of the Board of Directors I. Corporate Social Responsibility

During the year under review, in view of the loss incurred, Section 135 (1) of the Companies Act, 2013 is not applicable.

II. Vigil Mechanism/Whistle Blower

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligation and

Disclosure Requirements) Regulations, 2015, the Company has framed a Vigil Mechanism/Whistle Blower Policy with a view to maintain high standards of transparency in Corporate Governance, deal with unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy, if any. No communication from any employee of the company under the Whistle Blower Policy was received during the year.

III. Remuneration Policy for Directors, Key Managerial Personnel and other employees A. Executive Directors a) No remuneration paid to the Managing Director and Whole Time Directors during the year under review b) The Remuneration to the Key Managerial Personnel and other employees will be such as to ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

B. Non-Executive Directors

Non-Executive Directors of a Company's Board of Directors add substantial value to the Company through their contribution to the Management of the Company. In addition they also play an appropriate control role.

Sitting Fees

Non-Executive Directors are entitled to sitting fees for attending meetings of the Board, Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The sitting fees presently paid to the Non -Executive Directors for the F.Y. 2020-21 is Rs. 10,000/- per meeting of the Board, Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

IV. Policy on Related Party Transaction

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the Company has formulated guidelines for identification of related parties and the proper conduct and documentation of all related party transactions.

In light of the above, VEL has framed a policy on related party transaction. This policy has been adopted by the Board of Directors of the Company based on recommendations of Audit Committee.

The policy on Related Party Transactions, as approved by the Board, is available for viewing on the Company's website

Particulars of Contracts or Arrangements with Related Parties:

The Contracts or Arrangements entered into by the Company with Related Parties have been done at arms' length and are in the ordinary course of business. Form AOC-2 as required under Section 134 (3)(h) is enclosed as Annexure – B to this report.

21. Compliance with Secretarial Standards

The Company has complied with applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Government of India under Section 118(10) of the Companies Act, 2013.

22. Maintenance of Cost Records

Pursuant to sub-section (1) of Section 148 of the Companies Act, 2013, the Company is required to maintain cost records and accordingly the Company has made and maintained such cost records.

23. Particulars of Employees:

There are no employees drawing salary pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014.

24. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 [14 of 2013]:

As required by Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace. The Company has also constituted an Internal Complaints Committee with a mechanism of lodging complaints. During the year under review, there were no cases filed pursuant to the aforesaid Act.

25. Extract of the Annual Return:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31, 2021 is available on Company's website at www.valecha.in. The same can be accessed by clicking on the weblink: https://valecha.in/app/webroot/files/Draft_Annual_Return_Form_MGT_7_VEL_2020-21.pdf.

26. Corporate Governance and Management Discussion & Analysis Report:

The Company has complied with the Corporate Governance Code as stipulated under 27(2)(b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. A separate section on Corporate Governance along with certificate from Secretarial Auditors confirming the compliance is annexed and forms part of the Annual Report. The Management Discussion and Analysis Report and Corporate Governance

Report, appearing elsewhere in this Annual Report forms part of the Board's Report

27. Risk Management Policy:

Details on Risk Management Policy have been mentioned in the Corporate Governance Report annexed to this report.

28. Reporting of Frauds

During the year under review, there have been no instances of fraud reported by the Auditors including the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder either to the Company or to the Central Government

29. Director's Responsibility Statement:

As required by Section 134(3)(c) of the Companies Act, 2013 your Directors state that:

(a) In the preparation of the annual accounts for the year ended 31st March, 2021, the applicable accounting standards have been followed with proper explanation relating to material departures, if any; (b) The accounting policies adopted in the preparation of the annual accounts have been applied consistently. Reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2020-21 and of the profit for the year ended 31 st March, 2021.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting

Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) The annual accounts for the year ended 31st March, 2021 have been prepared on a going concern basis.

(e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; (f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

30. Acknowledgements:

The Board wishes to place on record its appreciation to all employees of the Company for their continued contribution to the performance of the Company. The Board thanks all the Shareholders, Customers and various Authorities for their continued support during the year. Also, our sincere thanks and gratitude to Bankers/NBFCs who are continuously supporting the Company and its group at all the times for achieving its goal

For and on Behalf of the Board
Place : Mumbai S. N KAVI TEJAS DESHPANDE LALNA B TAKEKAR
Date :- 04/02/2022 Director Director Director