Equity Analysis

Directors Report

    Veer Global Infraconstruction Ltd
    Industry :  Construction
    BSE Code
    ISIN Demat
    Book Value()
    543241
    INE244W01010
    20.0730634
    NSE Symbol
    P/E(TTM)
    Mar.Cap( Cr.)
    N.A
    179
    261.68
    EPS(TTM)
    Face Value()
    Div & Yield %:
    0.9
    10
    0
     

Dear Members,

The Board of Directors ("Board") is pleased to present the Company's Thirteen (13th) Annual Report on business and operations, together with the Audited Financial Statements along with the Report of the Auditors for the year ended March 31, 2024.

I - FINANCIAL PERFORMANCE

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("Act") read with the Companies (Accounts) Rules, 2014. The financial statements for the financial year ended March 31st, 2024 and March 31st, 2023 are Ind AS compliant.

(INR. in lakhs)

Particulars

For the Year ended For the Year ended
31.03.2024 31.03.2023
Total Income 1541.22 1138.39

Net Profit / Loss from ordinary activities after finance cost but before exceptional

186.49 97.59

Net Profit for the period before tax and after Exceptional items.

186.49 97.59

Net Profit after tax and after exceptional item

146.43 71.53
Paid-up equity share capital 162.43 81.21

Basic and diluted EPS after Extraordinary items for the period

0.9 0.97

Cash Flow Statement

The Cash Flow statement for the year 2023-2024 is attached to the Balance Sheet.

Dividends

The Board has not recommended any dividend during the financial year 2023-24.

Bonus

The Board has not recommended any dividend during the financial year 2023-24.

II. FINANCE

Deposits

The Company has not accepted any Deposit within the meaning of Section 73 of the Companies Act 2013 and rules made there under. As such, no amount of principal or interest was outstanding as of the Balance Sheet date, nor is there any deposit in non-compliance of Chapter V of the Companies Act, 2013.

Particulars of Loans, guarantees or investments u/s 186

No loan was given or no investments were made by the company during the year. At the same time the company had given no guarantee and offered security which requires disclosure pursuant to section 186(4) of the Companies Act, 2013

III. SUBSIDIARIES

Subsidiary Companies:

As on March 31, 2024, the Company has no subsidiary Company therefore there is need not to submit any information and documents pertaining to subsidiary company under the Companies Act, 2013 and Listing Regulation.

IV. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The detailed review of the operations, state of affairs, performance and outlook of the Company and its business as stipulated under Regulation 34 of the SEBI Listing Regulations, is presented in a separate section forming part of Annual

Report under the head ‘Management Discussion and Analysis'.

V. DIRECTORS a. Appointment/Re-appointment Managing Director & Whole Time Directors

There were such changes in the composition of the Board of Directors and Key Managerial Personnel during the year under review. Mr. Manvendra Shivshyam Tiwari (DIN: 09585374) appointment of director effect from May, 29th 2023.

b. Retires by rotation

In accordance with the applicable provisions of the Companies Act, 2013 (‘the Act') and the Articles of Association of the

Company, Mr. Vijaybhai Bhanshali (DIN: 05122207), retires by rotation at the ensuing Annual General Meeting (‘AGM') and being eligible, offers himself for re-appointment. c. Directors

There were such changes in the composition of the Board of Directors during the year under review.

d. Declaration given by the Independent Directors

All the Independent Directors have given their declarations to the Board that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1) (b) and Regulation 25 of the SEBI Listing Regulations and are qualified to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.

Further, the Independent Directors have confirmed that they have included their names in the Independent Director's databank maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014

The Board is of the opinion that the Independent Directors of the Company are persons of integrity, having relevant expertise, experience

e. Key Managerial Personnel (KMPs)

In terms of Section 203 of the Act, the KMPs of the Company during the financial year 2023-24 are as follows:

S.No Name of the KMP'S Designation
1 Vijaybhai Vagjibhai Bhanshali Managing Director
2 Vinod Mohanlal Jain Director
3 Priyank Chandrakant Parikh Director
4 Abhishek Mukesh Jain Chief Financial Officer
5 Manvendra Shivshyam Tiwari Director
6 Payal Kothari Company Secretary & Compliance Officer

f. Board Evaluation

The Company has devised a policy for performance evaluation of Independent Directors Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. On the basis of the policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its committees and individual Directors.

The following policies of the company are attached herewith marked as Annexure-I for selection of Directors and determining Director's independence;

g. Criteria for selection of Directors, KMPs and Senior leadership positions and their remuneration

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the Remuneration Policy of your Company.

VI. MEETINGS OF THE BOARD

During the financial year 2023-24, 4(four) Board meetings were convened. The details of Board and Committee meetings held during the year under review, are given in the Corporate Governance Report, forming part of this Annual Report. The gap between these meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

VII.COMMITTEES OF BOARD a. Audit Committee

During the financial year 2023-24, 04 (Four) Audit Committee meetings were convened. The composition of the Audit Committee is given in the Corporate Governance Report, forming part of this Annual Report. The Board has accepted all recommendations of the Audit Committee during the year under review

b. Nomination and Remuneration Committee:

During the financial year 2023-24, 04 (Four) Nomination and Remuneration Committee meeting was convened. The composition of the Nomination and Remuneration Committee is given in the Corporate Governance Report, forming part of this Annual Report.

c. Stakeholders' Relationship Committee:

During the financial year 2023-24, 04 (Four) Stakeholders' Relationship Committee meeting was convened. The composition of the Stakeholders' Relationship Committee is given in the Corporate Governance Report, forming part of this Annual Report.

VIII.PARTICULARS OF CONTRACTS WITH RELATED PARTIES / RELATED PARTY TRANSACTIONS

During the year under review the company has entered into various related party transactions. These were submitted for approval of proper and competent authorities. Agreements and contracts executed and entered with such parties were approved and ratified wherever required by the competent authority. The statement of related party transaction is enclosed in the Annexure VI.

IX. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Not Applicable

b) Secretarial Auditor & their Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. B.L. Harawat and Associates, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report for the financial year ended March 31, 2024 is enclosed to this report as "Annexure-VII". The Secretarial Audit Report is self-explanatory and thus does not require any further comments.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India.

c) Internal Auditor

The Board, upon the recommendation of the Audit Committee, has appointed M/s Bansilal Shah & Co (Firm Registration No.000384W). Chartered Accountants as the Internal Auditors of the Company for the financial year ended 2024-25. M/s Bansilal Shah & Co. Chartered Accountants have confirmed their eligibility and have granted their consent to act as Internal Auditors of the Company for the financial year 2024 - 25.

d) Cost Auditor

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

XI. Corporate Governance

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

(a) Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

(b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-2024.

XII. Corporate Social Responsibility (CSR)

Provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the company.

XIII. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established vigil mechanism and adopted whistle blower policy for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy. The policy on Vigil mechanism and Whistle blower policy of the company are attached herewith marked as Annexure III.

XIV. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. This has been widely communicated internally. Your Company has constituted ‘Internal Complaints Committee' to redress complaints relating to sexual harassment at its workplaces. The Company has not received any complaints relating to sexual harassment during financial year 2023-24.

XV. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

XVI. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for the financial year ended March 31, 2024 has been uploaded on the website of the Company and can be accessed at www.veergloballtd.com

XVII. INFORMATION PURSUANT TO SECTION 197(12) OF THE ACT

Disclosures with respect of the remuneration of the Directors, KMP's and Employees as required under section 197(12) of the companies Act, 2013 read with Rule 5(1) of the companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-II to this report.

No such employee is employed throughout the financial year who is in receipt of remuneration which involves the reporting requirement as provided under section 5(2) of the companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

XVIII.COMPLIANCE OF ACCOUNTING STANDARDS

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

XIX.Compliance with Secretarial Standards

The Company has complied with the Secretarial Standards (SS-1 and SS-2), issued by the Institute of Company Secretaries of India and forming part of the Act, on meetings of the Board of Directors and General Meetings.

XX. Director's Responsibility Statement

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/received from the operating Management, your Directors make the following statement and confirm that

A. In the preparation of the Annual Accounts for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanations.

B. Appropriate Accounting Policies have been applied consistently. Judgment and estimates, which are reasonable and prudent, have been made so as to give a true and fair view of state of affairs of the company as at the end of the financial year and of the profit of the company for the period:

C. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of 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, 2024 have been prepared on a going concern basis.

E. The Internal Financial control as laid down have been followed by the Company and such internal financial controls are adequate and were operating effectively.

F. The proper systems devised by the Board of Directors of the Company to ensure Compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

XXI.REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors reported to the Audit Committee, of any instances of fraud committed in the Company by its officers or employees, as required under Section 143(12) of the Act.

XXII. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There remains no material change affected after the date of Balance Sheet which needs to be mentioned specifically. (Rights issue)

XXIII. CHANGE IN THE NATURE OF COMPANY'S BUSINESS

There has been no change in the nature of business of the Company.

XXIV. RISK MANAGEMENT POLICY

Not applicable.

XXV. Acknowledgement

Directors are thankful to all the shareholders, Advisors, Bankers, Governmental Authorities, media and all concerned for their continued support. The Directors acknowledge the commitment and contribution of all employees to the growth of the Company. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

Operations during the interim period

There are no material changes and commitments affecting the financial position of the company between the end of financial year and the date of report.

Financial Position and Performance of Subsidiaries, Joint Ventures and Associates

During the year the Company has no subsidiary Company and Joint Ventures and Associates therefore there is need not to submit any information and documents pertaining to subsidiary company under the Companies Act, 2013 and Listing Regulation.

Consolidated Financial Statements and cash Flow Statement

During the reporting period, the company has no subsidiary Company

Internal Control System and their adequacy

The Company has proper and adequate internal control systems, which ensure that all assets are safeguarded against loss from unauthorized use and all transactions are authorized, recorded and reported correctly. The Management continuously reviews the internal control systems and procedures to ensure orderly and efficient conduct of business. Internal audits are regularly conducted, using external and internal resources to monitor the effectiveness of internal controls.

Technology

The Company is using modern technology available for the entire construction process. The management is paying its proper attention to get the maximum yield coupled with quality with requisite quantity of energy.

Foreign Exchange Earnings and Outgo

There is no inflow or outflow of foreign exchange during the year. No import or export took place for the company business.

Details of Directors and Key Managerial Personnel

Sh. Vijaybhai Vagjibhai Bhanshali (DIN: 05122207) Director of the Company, retires at the forth coming Annual General Meeting and is eligible for re-appointment. The Board recommends his re-appointment. Details of the proposal for her appointment are given in the Notice of the Annual General Meeting.

Number of Meetings of the Board

Numbers of Meetings of the Board during the year 2023-24 were 4 (Four) which were held on 29.05.2023, 24.06.2023, 04.11.2023, 12.02.2024.

Auditor and Auditors Report

Existing auditor of the company namely M/s Bansilal Shah & Company are eligible for appointment as Auditors. The Audit Report as received from above named auditor is attached herewith marked as Annexure-VIII

General: Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

(c) None of the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

Energy Conservation, Technology absorption, FOREX earnings & outgo

No forex transaction took place during the year by the company. Company being a non-manufacturing company power details has not been provided.

Employee's Relations

Relations between the management and employees remain cordial during the year under review. The Director's place on records their appreciations of the efficient and loyal services rendered by the employees at all levels.

Business Responsibility Reporting

The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock Exchanges is not applicable to your Company for the financial year ending March 31, 2024.

Green Initiative

Your Company has taken the initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those Members whose email addresses are available with the Company. Your Company appeals other Members also to register themselves for receiving Annual Report in electronic form.

ANNEXURE-I

TO DIRECTOR'S REPORT

Policy for Selection of Directors and determining Directors' independence:

1. Introduction

1.1 VEER GLOBAL INFRACONSTRUCTION LIMITED believes that an enlightened Board consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. Towards this, VGIL ensures constitution of a Board of Directors with an appropriate composition, size, Diversified expertise and experience and commitment to discharge their responsibilities and duties effectively.

1.2 VGIL recognizes the importance of Independent Directors in achieving the effectiveness of the Board. VGIL aims to have an optimum combination of Executive, Non-Executive and Independent Directors.

2. Scope and Exclusion

This Policy sets out the guiding principles for the Human Resources, Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent directors of the Company.

3. Terms and References

In this Policy, the following terms shall have the following meanings:

3.1 "Director" means a director appointed to the Board of a company.

3.2 "Human Resources, Nomination and Remuneration Committee" means the committee constituted by VGIL's

Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Companies (Appointment & Qualification of Directors) Rule, 2014.

3.3 "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and read with rule 4 of Companies (Appointment & Qualification of Directors) Rule, 2014.

4. Policy:

4.1 Qualifications and criteria

4.1.1 The Human Resources, Nomination and Remuneration (HRNR) Committee, and the Board, shall review on an annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a Board with diverse background and experience that are relevant for the

Company's global operations.

4.1.2 In evaluating the suitability of individual Board members, the HRNR Committee may take into account factors, such as:

General understanding of the Company's business dynamics, global business and social perspective;

Educational and professional background standing in the profession;

Personal and professional ethics, integrity and values;

Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

4.1.3 The proposed appointee shall also fulfill the following requirements:

Shall possess a Director Identification Number;

Shall not be disqualified under the Companies Act, 2013;

Shall give his written consent to act as a Director;

Shall endeavor to attend all Board Meetings and wherever he is appointed as a Committee Member, the Committee Meetings;

Shall abide by the Code of Conduct established by the Company for Directors and Senior Management Personnel;

Shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, read with Companies (Appointment & Qualification of Directors) Rule, 2014 and other relevant laws.

4.1.4 The HRNR Committee shall evaluate each individual with the objective of having a group that best enables the success of the Company's business.

4.2 Criteria of Independence

4.2.1 Apart from the provision made under companies act read with LODR obligations, the HRNR Committee shall assess the independence of Directors at the time of Appointment / re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interests or relationships are disclosed by a Director.

4.2.2 The criteria of independence, as laid down in Companies Act, 2013 and Companies (Appointment & Qualification of Directors) Rule, 2014 is as below:

An independent director in relation to a company, means a director other than a managing director or a whole-time director or a nominee director

a. who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience; (i) who, is or was not a promoter of the company or its holding, subsidiary or associate company; (ii) Who is not related to promoters or directors in the company, its holding, subsidiary or associate company.

b. who has or had no 12 pecuniary relationships, other than remuneration as such director or having transaction not exceeding ten percent of his total income or such amount as may be prescribed, with the company, its holding, subsidiary or associate company, or their promoters, or Directors, during the two immediately preceding financial years or during the current financial year;

c. None of whose relatives-

(i) Is holding any security of or interest in the company, its holding, subsidiary or associate company during the two immediately preceding financial years or during the current financial year:

(ii) Is indebted to the company, its holding, subsidiary or associate company or their promoters, or Directors, in excess of such amount as may be prescribed during the two immediately preceding financial years or during the current financial year;

(iii) Has given a guarantee or provided any security in connection with the indebtedness of any third person to the company, its holding, subsidiary or associate company or their promoters, or Directors of such holding company, for such amount as may be prescribed during the two immediately preceding financial years or during the current financial year; or

(iv) Has any other pecuniary transaction or relationship with the company, or its subsidiary, or its holding or associate company amounting to two per cent or more of its gross turnover or total income singly or in combination with the transactions referred to in sub-clause (i), (ii) or (iii);

d) Who, neither himself nor any of his relatives

(i) Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of (A) A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent. or more of the gross turnover of such firm;

(iii) Holds together with his relatives two per cent or more of the total voting power of the company; or (f) Who possesses such other qualifications as may be prescribed

4.2.3 The Independent Directors shall abide by the "Code for Independent Directors" as specified in Schedule IV to the Companies Act, 2013.

4.3 Other directorships / committee memberships

4.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other companies in such a way that it does not interfere with their role as directors of the Company. The HRNR Committee shall take into account the nature of, and the time involved in a Director's service on other Boards, in evaluating the suitability of the individual

Director and making its recommendations to the Board.

4.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be Public Limited Companies.

4.3.3 A Director shall not serve as an Independent Director in more than 7 Listed Companies and not more than 3 Listed Companies in case he is serving as a Whole-time Director in any Listed Company.

4.3.4 A Director shall not be a member in more than 10 Committees or act as Chairman of more than 5 Committees across all companies in which he holds directorships. For the purpose of considering the limit of the Committees, Audit Committee and Stakeholders' Relationship Committee of all Public Limited Companies, whether listed or not, shall be included and all other companies including Private Limited Companies, Foreign Companies and Companies under Section 8 of the Companies Act, 2013 shall be excluded.

ANNEXURE II

TO DIRECTORS' REPORT

b>

Pursuant to Section 197 of the Companies Act, 2013 ("Act") read with Rule, 5 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014

S.No Requirements

Disclosure

The ratio of the remuneration of each director to the median remuneration of the employees for the financial year.

1 *Vijaybhai Vagjibhai Bhanshali 3.9
2 * Vinod Mohanlal Jain 0
3 * Priyank Chandrakant Parikh 3.9
4 * Abhishek Mukesh Jain 0
2 The percentage increase in remuneration of each
Director, CEO, CFO & CS.
*MD 0
*CFO 0
*CS 0

3 The percentage increase in the median remuneration of employees in the financial year.

606%

4 The number of permanent employees on the rolls of the company.

7

5 Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

Average Increase in remuneration is 606% for Employee other than Managerial Personnel and - 39% for Managerial Personnel.

6 Affirmation that the remuneration is as per the remuneration policy of the company.

It is affirmed that the remuneration paid to the directors, key managerial personnel, senior management and employees is as per the Remuneration Policy of the Company.

2. Scope and Exclusion

2.1 This Policy sets out the guiding principles for the Human Resources, Nomination and Remuneration Committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the Company.

3. Terms and References

In this Policy, the following terms shall have the following meanings:

3.1 "Director" means a director appointed to the Board of the company. 3.2 "Key Managerial Personnel" means (I) The Chief Executive Officer or the managing director or the manager;

(II) The company secretary; (III) The whole-time director; (IV) The Chief Financial Officer; and

(V) Such other officer as may be prescribed under the Companies Act, 2013

3.3 "Human Resources, Nomination and Remuneration Committee" means the committee constituted by VGIL's Board in accordance with the provisions of Section 178 of the Companies Act, 2013.

4. Policy:

4.1 Remuneration to Executive Directors and Key Managerial Personne

4.1.1 The Board, on the recommendation of the Human Resources, Nomination and Remuneration (HRNR) Committee, shall review and approve the remuneration payable to the Executive Directors of the Company within the overall limits approved by the shareholders.

4.1.2 The Board, on the recommendation of the HRNR Committee, shall also review and approve the remuneration payable to the Key Managerial Personnel of the Company.

4.1.3 The remuneration structure to the Executive Directors and Key Managerial Personnel shall include the following components: (i) Basic Pay (ii) Perquisites and Allowances (iii) Stock Options (iv) Commission (Applicable in case of Executive Directors) (v) Retirement benefits (vi) Annual Performance Bonus

4.1.4 The Annual Plan and Objectives for Executive Directors and Senior Executives (Executive Committee) shall be reviewed by the HRNR Committee and Annual Performance Bonus will be approved by the Committee based on the achievements against the Annual Plan and Objectives.

4.2 Remuneration to Non-Executive Directors

4.2.1 The Board, on the recommendation of the HRNR Committee, shall review and approve the remuneration payable to the Non- Executive Directors of the Company within the overall limits approved by the shareholder.

4.2.2 Non-Executive Directors shall be entitled to sitting fees for attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

4.3 Remuneration to other employees

4.3.1 Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile, skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

ANNEXURE III TO DIRECTORS' REPORT

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

1. Title: This Policy will be called "Whistle Blower Policy/Vigil Mechanism Policy"

2. Introduction: Section 177 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement mandates every listed Company and such other class or classes of companies, as may be prescribed, to constitute a Vigil Mechanism for Directors and employees to report genuine concerns in such manner as may be prescribed

The "Nomination and Remuneration Committee" and this Policy shall be in compliance with Section 178 of the Companies

Act, 2013 read in compliance of the above requirements, Veer Global Infraconstruction Limited has established a Vigil Mechanism and formulated a policy in order to provide a framework for responsible and secure vigil mechanism.

3. Objective/Scope

The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behaviors, misconduct or unlawful act, factual or suspected fraud or violation of the code of conduct or the ethics policy.

Such a "Whistle Blower Policy/Vigil Mechanism Policy" shall provide a mechanism for an individual to report violations without fear of victimization. It aims to provide an adequate safeguard against the above aforesaid acts or violations. Such mechanism will also make provision for direct access to the Chairman of the Audit Committee/ Vigilance Officer of the Company.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its Directors and employees who have genuine concerns about suspected misconduct to come forward and express these concerns without having fear of punishment or unfair treatment. This neither releases Directors and employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising grievousness about a personal situation.

4. Applicability

It is applicable to all Employees and Directors of Veer Global Infraconstruction Limited.

5. Definitions

Company means Veer Global Infraconstruction Limited.

Policy means "Whistle Blower Policy/Vigil Mechanism Policy" as amended from time to time.

Employee means every employee of the Company whether it is permanent, contractual or any other category (working in India or abroad), including the Directors of the Company.

Director means every Director of the Company, past or present.

Audit Committee means the Audit Committee constituted by the Board of Directors of the Company in accordance with Section 177 of the Companies Act, 2013 and read with Clause 49 of the Listing Agreement with the Stock Exchanges.

Protected Disclosure means any communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity with respect to the Company.

Whistleblower means an Employee or Director making a Protected Disclosure under this Policy.

6. Interpretation

The terms that have not been defined in this policy shall have the same meaning as assigned to them under any code or policy of the Company or any other rules/laws/acts/regulations as amended from time to time.

7. Communication

Vigil Mechanism policy in order to be effective should be properly communicated to the Employees/Directors through email/ circular/notice board etc. The policy should also be published on the Web site of the Company.

8. Access to Chairman of the Audit Committee

The Whistle Blower shall have the right to access directly or indirectly the Chairman of the Audit Committee or the Vigilance Officer of the Company.

9. Procedure

All Protected Disclosures should be reported in writing by the complainant as soon as possible, not later than 30 days after the Whistle Blower becomes aware of the same and it should either be typed or written in a legible handwriting in English, Hindi or any other regional language of the Whistle Blower.

All Protected Disclosures should be addressed to the Vigilance Officer of the Company or to the Chairman of the Audit Committee. The contact details of the Vigilance Officer and the Chairman of the Audit Committee are as under:

The Protected Disclosure should be submitted under a covering letter signed by the complainant in a closed and secured envelope and should be marked as "Protected disclosure under the Vigil Mechanism policy" or it can be sent through email with the subject "Protected disclosure under the Vigil Mechanism policy".

If the complaint is not marked and closed as mentioned above, the protected disclosure will be dealt with as if it is a normal disclosure. Also any anonymous compliant will not be entertained.

In order to protect the identity of the complainant, the Vigilance Officer/Chairman of the Audit Committee will not issue any acknowledgement to the complainant.

10. Investigation: All Protected Disclosures reported under this Policy will be thoroughly investigated by the Vigilance Officer / Chairman of the Audit Committee of the Company, who will investigate / oversee the investigations before referring the same to the Audit Committee.

The Audit Committee, if deems fit, may call for further information or particulars from the complainant and at its discretion, consider involving any other/additional Officer of the Company and/or Committee and/ or an outside agency for the purpose of investigation.

The identity of the person shall be kept confidential to the extent possible given the legitimate needs of law and the investigation.

The investigation & analysis of the case and action that is to be taken may not be communicated to the complainant.

The investigation shall be completed normally within 2 months of the receipt of the protected disclosure and may be extendable by such period as the Audit Committee deems fit.

11. Disciplinary Action Against Guilty

The penal/disciplinary actions which can be taken against the guilty are as follows:

Counselling;

Oral or Written warning;

Suspension from work;

Withholding of promotions/increments;

Termination from employment;

Legal Suit;

Any other action as per the policy of the Company or

Any other action as may be decided by the Vigilance Officer or the Chairman of the Audit Committee.

12. Disqualification for False Allegation

While it is ensured that directors / employees who raise genuine concerns are accorded complete protection against from any kind of unfair treatment, any abuse of this protection will warrant disciplinary action. Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by directors / employees knowing it to be false or bogus or with a mala fide intention. Whistleblowers, who have made three or more Protected Disclosures, which have been subsequently found to be mala fide, frivolous, baseless, malicious, or reported otherwise than in good faith, will be disqualified from reporting further Protected Disclosures under this Policy. Further, this policy may not be used as a defence by an employee against whom an adverse personal action has been taken for any legitimate reasons or cause under Company rules and policies.

13. Protection and Confidentiality

No unfair treatment, harassment or any adverse action shall be taken against a Whistleblower, by virtue of his/her having reported a Protected Disclosure under this Policy. The company will also try to keep the identity of the Whistleblower confidential to the extent possible.

14. Decision

If an investigation leads to a conclusion that an improper or unethical act has been committed, the Vigilance Officer of the Company/ Chairman of the Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as the Vigilance Officer / Chairman of the Audit Committee deems fit.

15. Reporting

The Vigilance Officer shall submit a report on a regular basis to the Audit committee regarding, total number of disclosures received, nature of complaint, outcome of investigation, actions recommended by the Vigilance Officer / Audit Committee and implementation of the same.

16. Retention of Records

All protected Disclosures received in writing or any protected Disclosures documented along with the results of investigation relating thereto, shall be retained and kept by the Vigilance Officer or any other person as may be decided by the Company.

ANNEXURE -V

Corporate Governance

Your Company has complied with majority of features of Corporate Governance Code as per clause 49 of Listing Agreement. Compliance is a regular process and Company will put its best efforts to meet the same as and when due.

A. Mandatory Requirements.

1. Company's Philosophy on Corporate Governance.

Corporate Governance is to ensure transparent disclosure and reporting that confirms to the laws, regulations and guidelines, and to promote ethical conduct throughout the organization being a responsible corporate citizen by creating a mechanism of checks and balances which ensures to meet the shareholders and stakeholder aspirations. The company is committed to attain the standards set for corporate governance.

2. Board of Directors

The total strength of the Board as on 31.03.2024 was six directors. The constitution of the Board is given below. The Directorship holds by Directors are tabulated here under.

Name of the Director

Executive /Non Exe Independent No of other Directorship Membership of Board Committees
Vijaybhai Vagjibhai Bhanshali Executive 2 0
Abhishek Mukesh Jain Executive 0 0
Priyank Chandrakant Parikh Executive 3 0
Vinod Mohanlal Jain Non-Executive 0 3
Manvendra Shivshyam Tiwari Non-Executive 1 0
Subodh Jain Independent 0 3
Rakhee Jain Independent 0 3

Attendance of Directors in Board Meetings and last Annual General Meeting:

The Board of the Company meetings 4 times during the last financial year, on following dates;

29.05.2023 24.06.2023 04.11.2023 12.02.2024

The attendance in the Board meetings and last Annual General Meeting were as under

Name of Director

Board Meetings

A.G.M
Attended Held during Tenure 29.07.2023
Vijaybhai Vagjibhai Bhanshali 4 4 Yes
Vinod Mohanlal Jain 4 4 Yes
Abhishek Mukesh Jain 4 4 Yes
Priyank Chandrakant Parikh 4 4 Yes
Manvendra Shivshyam Tiwari 3 3 Yes
Subodh Jain 4 4 Yes
Rakhee Jain 4 4 Yes

3. Audit Committee

The existing Audit Committee has been set up to meet the requirement of the Corporate Governance Code under the Chairmanship of Sh. Subodh Jain. Sh. Subodh Jain is a qualified Chartered Accountant and is also an Independent Director on the Board. The broad term of reference to the audit committee includes the issues, so as to satisfy the requirement of listing agreement and other provisions if any.

4. Stakeholder's relationship Committee / Investors' Grievances Committee

The existing Stakeholder's relationship Committee and Investors' Grievances Committee has been set up as per requirement of Corporate Governance Code as laid down by the listing agreement under the Chairmanship of Director Smt. Rakhee Jain.

Share Transfers (Physical Form)

All shares have been transferred and returned within time as prescribed by law. The shares of the company trade actively at bourses. all the shares of the company are already in Demat form.

Grievance Redressal Committee-Investor's Relations

As per information received from R & T agent, there were no complaints pending as on 31.03.2024 during the last reported quarter. The complaints received from the investors are adequately and effectively dealt with as per prescribed guidelines. No complaints were pending at the offices of SEBI and stock exchanges also.

5. General Body Meetings

Details of the last three (3) Annual General Meetings ("AGMs") of the Company are as under:

AGM (Year)

Date Time Venue
2022-2023 29.07.2023 11.30 AM Through Video Conferencing (VC‘) / Other Audio
Visual Means (OAVM‘) facility.
2021-2022 29.09.2022 11.00 AM Through Video Conferencing (VC‘) / Other Audio
Visual Means (OAVM‘) facility.
2020-2021 30.09.2021 04.00 PM Through Video Conferencing (VC‘) / Other Audio
Visual Means (OAVM‘) facility.

6. Note on Director's appointments / reappointments

During the ensuing AGM rotational retirement of Sh. Vijaybhai Vagjibhai Bhanshali will be proposed eligible / offer him for re-appointment.

7. Related Party Transactions

All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. The related party transactions are attached as annexure VI.

8. General Shareholder Information

a) Annual General Meeting
Date and time 16th August, 2024 at 12:30 P.M

Via

Video Conferencing (‘VC') / Other Audio-Visual Means (‘OAVM') facility

Financial Calendar 1st April 2023 to 31st March 2024.
Financial reporting for 2023-24
Half year ending Sep., 2023 Expected in last week of October 2024
Half year ending March, 2024 Expected by the end of April, 2024
b) Date of Book Closure 09.08.2024 to 16.08.2024 (Both days inclusive)
c) Dividend payment Date NA

d) Registered Office

A-01 Shalibhadra Classic, 100 feet Link Road, Near Union Bank of India Nalasopara East-401209 Maharasthra Thane MH 401209 IN

e) Listing of Equity Shares Mumbai

f) Stock Market Data

The shares of the company reached 52 week high at the price of Rs. 164 and 52 week low at the price of Rs. 64.3

g) Stock Performance on BSE Shares are traded regularly.

h) Registrar & Share Transfer Agent.

Purva Sharegistry (I) P. Ltd

09, Shivshakti Industrial Estate, Ground Floor, Sitaram Mills Compound, J R BORICHA Marg, Lower Parel, Mumbai - 400011.

Email : support@purvashare.com Phone : 022/23012518, 23016761 Fax : 022/23018261

i) Dematerialization of Shares

Shares of the company is available in demat form with ISIN Number: INE262W01012

j) Share Transfer System

Done by RTA. Authority has been delegated to senior management of company to approve and transfer the shares up to a specified limit. The said delegation of power is monitored on quarterly basis by Share Transfer Committee.

k) Address for correspondence

A-01 Shalibhadra Classic, 100 feet Link Road, Near Union Bank of India, Nalasopara, East-401209 Maharashtra Thane MH 401209 IN

Annexure - VI

Related Party Transactions

In accordance with the requirement of IND AS 24 on Related Parties notified under the Companies (Indian Accounting Standards) Rules, 2015, the name of related parties where control exists and / or with whom transactions have taken place during the year and description of relationships, as identified and certified by the Management are:

(Amount in Lakh)

Sn Name

Relationship of the counterparty with the listed entity or its subsidiary (Refer Note 1)

Type of related party transaction

Value of transaction during the reporting period Opening balance (as on 1st April, 2023) Closing balance (as on 31st March, 2024)

1 Abhishek Mukesh Jain

Director /CFO

Creditor

2.00 0.70 2.70

2 Ajay Premchand Jain

Key Managerial Personnel

Advances

3.13 1.14 -2.00
3 Anita V Bhansali Promoter Creditor 9.99 42.22 32.23
4 Anita V Bhansali Promoter Loan 0.30 0.00 0.30

5 Chandrakant Vadilal Parikh

Close Family Members of Key Managerial Personnel

Advances

0.00 0.41 0.41

6 Hasmukh Bhai v. Bhansali

Close Family Members of Key Managerial Personnel

Advances

1.96 1.96 0.00

7 Mukesh Jain Chunilal

Promoter

Loans and Advances (Asssets)

0.00 111.65 111.65
8 Mukesh Jain Chunilal Promoter FSI Purchase 0.00 74.50 74.50

9 Priyank C Parikh

Key Managerial Personnel

Loan

5.00 19.70 14.70

10 Priyank C Parikh

Key Managerial Personnel

Salary

0.00 2.80 2.80

11 Seema Paras Adani

Close Family Members of Key Managerial Personnel

Advances

3.00 20.53 17.53

12 Shree Nakoda Marble

Promoter

Purchase of Building Materials

12.30 10.57 22.87

13 Vijaybhai Vagjibhai Bhanshali

Key Managerial Personnel

Salary

0.00 4.10 4.10

14 Vijaybhai Vagjibhai Bhanshali

Key Managerial Personnel

Unsecured Loan

35.40 8.09 -27.31

15 Vinod Mohanlal Jain

Key Managerial Personnel

FSI Purchase

0.00 18.90 18.90