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)

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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