Vaarad Ventures Ltd.-இன் இயக்குநர் அறிக்கை
Mar 31, 2023
The Directors hereby present their 29thAnnual Report on the performance of the Company together with the audited financial statements for the Financial Year (F.Y.) ended 31st March, 2023.
|
1. FINANCIAL RESULTS Amount in (â000) |
|||||
|
Financial Results and Appropriations |
Standalone |
Consolidated |
|||
|
Year ended 31/03/2023 |
Year ended 31/03/2022 |
Year ended 31/03/2023 |
Year ended 31/03/2022 |
||
|
Revenue from Operations |
0.00 |
0.00 |
0.00 |
0.00 |
|
|
Other Income |
0.00 |
51.70 |
0.00 |
51.70 |
|
|
Total Revenue |
0.00 |
51.70 |
0.00 |
51.70 |
|
|
Profit Before Tax (PBT) |
(1,407) |
(2,071) |
(2,259) |
(2,912) |
|
|
Less : Tax expenses |
0.00 |
0.00 |
0.00 |
0.00 |
|
|
Exceptional Item |
0.00 |
0.00 |
0.00 |
0.00 |
|
|
Net Profit after Tax (PAT) |
(1,407) |
(2,071) |
(2,259) |
(2,912) |
|
|
Other Comprehensive income (net of tax) |
0.00 |
0.00 |
0.00 |
0.00 |
|
|
Total comprehensive income for the year |
(1,407) |
(2,071) |
(2,259) |
(2,912) |
|
|
Balance brought forward from Previous Year |
8,956 |
11,027 |
(56,504) |
(53,594) |
|
|
Profit/(Loss) for the year |
(1,407) |
(2,071) |
(2,259) |
(2,912) |
|
|
Reversal of excess provision of tax |
|||||
|
Others |
- |
- |
- |
3 |
|
|
Balance carried to Balance Sheet (including any other reversal) |
7,549 |
8,956 |
(58,763) |
(56,504) |
|
The Company is a Non-Banking Financial Company (NBFC) registered with the Reserve Bank of India (RBI) and is engaged in investment activities. There was no change in nature of the business of the Company, during the year under review.
3. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.
4. FINANCIAL PERFORMANCE Standalone
During the year under review, the Company recorded total revenue of Rs. 0.00 as compared to Rs. 51.70 (in Thousand) for the previous year and Profit/ Loss before Tax stood at Rs. -1,407 (in Thousand) for the year under review as compared to Rs. -2,071 for the previous year.
During the year under review, the Company recorded consolidated total revenue of Rs. 0.00 as compared to Rs. 51.70 (in Thousand) for the previous year and Loss before Tax stood at Rs. 2,259 (in Thousand) for the year under review as compared to Loss of Rs. 2,912 (in Thousand) for the previous year.
Considering the loss incurred in the current financial year, your directors have not recommended any dividend for the financial year under review.
During the year under the review the Company has transferred Rs. NIL to the Reserves.
7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis report is set out in this Annual Report.
8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on March 31, 2023, the Company has three subsidiary companies namely Varuna Drinking Water Solutions Limited, Atco Limited and Edesk Services Limited, three stepdown subsidiaries namely Geo Thermal Water Limited, Innovamedia Publications Limited and Atcomaart Services Limited, and one associate company namely Kimaya Shoppe Limited. A statement containing brief financial details of the subsidiaries and associates is included in the Annual Report.
As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a consolidated financial statement of the Company and its subsidiaries is attached. The consolidated financial statements have been prepared in accordance with the relevant
accounting standards as prescribed under Section 129 (3) of the Act. These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.
Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed thereunder and pursuant to Clause 33 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company had prepared consolidated financial statements of the company and its subsidiaries, and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 forms part of the Directorsâ Report as Annexure -1.
9. DIRECTORSâ RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls maintained by the Company and work performed by the internal, statutory and secretarial auditors, including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during FY 2022-23.
Accordingly, pursuant to Section 134 (5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:
a) In preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any;
b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;
c) they 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;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.
The Company recognizes the importance of good Corporate Governance, which is the tool for building strong and beneficial relationships with customers, suppliers, bankers and investors. Corporate Governance is strongly driven by our values such as quality, commitment, customer orientation & integrity.
Our Corporate Governance Report for the year 2022-23 forms an integral part of this Annual Report, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The members of the Board of Directors of the Company are of proven competence and integrity. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the Directors have a significant degree of commitment to the Company and devote adequate time for the meetings, preparation and attendance.
Ms. Tanvi Vikram Doshi appointed as director of the company with effect from October 11, 2022.
Mr. Mitesh Mahesh Chheda, non - Executive director of the company Resigned w.e.f. October 11, 2022.
Mr. Narendra Kumar Joshi, Company Secretary and Compliance Officer of the company, resigned w.e.f. March 09, 2023.
In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mrs. Leena Vikram Doshi, Director (DIN: 00404404) retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment. The Board recommends her reappointment.
In accordance with Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable provisions of the Companies Act, 2013, brief profile of the Director to be appointed/re-appointed is included in the Notice, which forms part of this Annual Report.
In terms of Section 149 of the Act, Mr. Nitin Datanwala, Mr. Piyush Vora and Mr. Sumair Vidha are the Independent Directors of the Company as on March 31, 2023. The Company has received declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are independent from the management.
Details of Familiarization Programme for the Independent Directors are provided separately in the Corporate Governance Report.
The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder.
Mrs. Leena Doshi - Managing Director w.e.f. March 12, 2019
Ms. Tanvi Doshi - Chief Financial Officer w.e.f. March 12, 2019
The current tenure of Mrs. Leena Vikram Doshi, Director (DIN: 00404404), as Managing Director of the Company will expire on 12th February, 2024. Accordingly, in view of the above the Board of Directors of the Company has, based on the recommendation of the Nomination and Remuneration Committee at its meeting held on August 11, 2023 proposed the reappointment of Mrs. Leena Vikram Doshi as Managing Director of the Company for a period of 5 years from 13th February, 2024 till 12th February, 2029, subject to the approval of the shareholders in this Annual General Meeting.
Policy on Directorsâ Appointment and Remuneration
The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. The Board consists of six members, three of whom are independent directors.
The Companyâs policy on directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report.
The Board has carried out the annual evaluation of its own performance and that of its committees and individual Directors for the year pursuant to the provisions of the Act and the corporate governance requirements prescribed under the Listing Regulations.
The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The criteria for performance evaluation of the Board were based on the Guidance Notice issued by SEBI on Board Evaluation, which included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long-term strategic planning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members. The criteria for performance evaluation of the Committees were based on the Guidance Note issued by SEBI on Board Evaluation, which included aspects such as structure and composition of committees, effectiveness of committee meetings, etc.
In a separate meeting, the Independent Directors evaluated the performance of NonIndependent Directors and performance of the Board as a whole. They also evaluated the performance of the Chairperson of the Board Meetings. The Nomination and Remuneration Committee (NRC) reviewed the performance of the Board, its committees and of the Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors and NRC, at which the feedback received from the Directors on the performance of the Board and its Committees was also discussed.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3) (m) of the Companies Act, 2013 read together with Rule 8(3) of the Companies (Accounts) Rules, 2014, forms part of this Report as Annexure II.
In compliance with section 92(3) of the Companies Act, 2013, a detailed Annual Return is available on the website of the Company at https: / / www.vaaradventures .com/ annual -report.
15. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
The information required pursuant to Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is not annexed hereto as none of the employees have drawn remuneration exceeding Rs. 5,00,000/- p.m. or Rs. 60,00,000/- p.a.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All contracts, arrangements or transactions entered in to by the Company during the financial year 2022-2023, were in the ordinary course of business and were at an arm''s length basis hence Form AOC-2 is not applicable to the company.
All related party transactions were placed before the Audit Committee for their approval.
Prior omnibus approval of the Audit Committee was obtained for the transactions which were of repetitive nature. The transactions entered into pursuant to the omnibus and specific approvals are reviewed periodically by the Audit Committee.
There were no materially significant related party transactions made by the Company during the year under consideration with the Promoters, Directors or Key Managerial Personnel which have a potential conflict with the interest of the Company at large.
During the year under review, the Company had not entered into any contract, arrangement or transaction with related parties which could be considered material in accordance with the Companyâs policy on materiality of related party transactions and a Policy on dealing with Related Party Transactions. The Policy is available on the Companyâs Website at www.vaaradventures.com.
17. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
This section is no longer applicable to the company.
18. AUDITORS Statutory Auditors
M/s. Gada Chheda & Co LLP. (Firm Registration No. W100059) were appointed for their second term as the Statutory Auditors of the Company in the 25th Annual General meeting for term of 5 years till the conclusion of 30th Annual General Meeting of the Company, at a remuneration to be decided by the Board of Directors in consultation with the Auditors. However, they have tendered their resignation to act as the Statutory auditors of the Company with effect from August 11, 2023.
The Auditorsâ Report does not contain any qualification, reservation or adverse remark. Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act.
To fill up this casual vacancy, the Board of Directors in its meeting held on August 21, 2023 have approved the appointment of M/s J.D.Jhaveri & Associates, Chartered Accountants (Firm Registration No.:111850W) as the Statutory Auditors of the Company till the conclusion of ensuing Annual General Meeting. Your Company has received an eligibility letter from the Auditors for their appointment in accordance with Sections 139 and 141 of the Act. Necessary resolutions have been put in the ensuing Annual General Meeting for getting approval of shareholders for appointment done in casual vacancy and also for further appointment for the term of 5 years from the conclusion of Annual General Meeting.
Qualification, Reservation or Adverse Remark
The report given by the auditors on the financial statements of the Company is part of the Annual Report. There is no qualification, reservation or adverse remark made by the statutory auditors in their report.
In terms of Section 204 of the Act and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, Sanil Dhayalkar & Co., Practicing Company Secretaries, have been appointed as Secretarial Auditors of the Company. The
Secretarial Audit Report for the financial year ended on March 31,2023 is annexed herewith as Annexure III to this report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.
Further, in accordance with the provisions of the Circular No. CIR/CFD/CMD1/27/2019 issued by the Securities and Exchange Board of India on February 8, 2019, unlisted material subsidiaries of a listed entity are required to be subjected to Secretarial Audit. With this in view, Sanil Dhayalkar & Co., Practicing Company Secretaries, have been appointed as Secretarial Auditors of Atco Limited and Edesk Services Limited, and in compliance with the same, the Secretarial Audit Reports of Atco Limited and Edesk Services Limited for the financial year ended on March 31, 2023 are also made available at the website of the company.
The Secretarial Audit Report for the financial year ended on March 31,2023 is annexed herewith as Annexure III to this report.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
Annual Secretarial Compliance Report
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019 read with Regulation 24(A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder.
The said Secretarial Compliance report is in addition to the Secretarial Audit Report by Practicing Company Secretaries is required to be submitted to Stock Exchanges within 60 days of the end of the financial year.
The Company has engaged the services of M/s. Sanil Dhayalkar & Co., Practicing Company Secretaries (ACS No: 31036, COP No: 16568) and Secretarial Auditor of the Company for providing this certification.
During the year, there is no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet. Hence there are no particulars to report about the deposit falling under Rule 8 (5)(v) and (vi) of Companies (Accounts) Rules, 2014.
20. SIGNIFICANT & MATERIAL ORDERS
On the NCLT order delivered on 12th January, 2023, Innovamedia Publication Limited, Varuna Drinking Water Solutions Limited, Geo Thermal Water Limited, Atco Water Technologies Limited, Kimaya Shoppe Limited, Covet Securities and Leasing Private Limited is going to merge with Atco Limited.s No significant and material orders were
passed by the regulators or the courts or tribunals impacting the going concern status of the Company and its operations in future.
21. OTHER DISCLOSURESMeetings of the Board of Directors
Nine meetings of Board of Directors were held during the year. Particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Report.
The Audit Committee comprises of Mr. Nitin Datanwala, Independent Director (Chairman), Mr. Piyush Vora, Independent Director and Mrs. Leena Doshi, Executive Director. During the year, all the recommendations made by the Audit Committee were accepted by the Board. In conformity with the requirements of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013, as applicable, the strength of the Board as also of the Audit Committee is adequate.
Corporate Social Responsibility (CSR)
Provisions of the Section 135 of the Companies Act, 2013 and the Rules framed thereunder are not applicable to the Company. Hence CSR report is not required to be annexed.
Particulars of Loan given, Investments made, Guarantee given and Security Provided
Particulars of loan given, investments made, guarantees given and securities provided covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.
The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholdersâ value and providing an optimum risk-reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.
Training of Independent Directors
The provision of an appropriate induction program for new Directors and ongoing training for existing Directors is a major contributor in the maintenance of high corporate governance standards of your Company. The Independent Directors, from time-to-time request management to provide detailed understanding of any specific project, activity or process of the Company. The management provides such information and training either at the meeting of Board of Directors or otherwise.
The induction process is designed to:
a. build an understanding of Vaarad Ventures, its businesses and the markets and regulatory environment in which it operates;
b. fully equip Directors to perform their role on the Board effectively; and
c. develop understanding of Company''s people and its key stakeholder relationships.
Internal Control System and Their Adequacy
As part of the effort to evaluate the effectiveness of the internal control system, your Companyâs internal auditor reviews all the control measures on a periodic basis and recommends improvements, wherever appropriate. The Audit Committee regularly reviews the audit findings and based on discussions with the internal and statutory auditors, recommends a number of control measures both in operational and accounting related areas, apart from security related measures which are then implemented by the company.
Vigil Mechanism & Whistle Blower Policy
The Company has a Vigil Mechanism & Whistle-blower Policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be reported to the Audit Committee, as protected disclosures through an e-mail, or through dedicated telephone line or a written letter. Employees may also report directly to the Chairman of the Audit Committee. The said Policy is available on the website of the Company at https://www.vaaradventures. com/ annual-report.
Policy on Related Party Transactions
The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation. The said Policy is available on the website of the Company at https://www. vaaradventures. com/ annual-report.
Prevention of Sexual Harassment of Women at Workplace
There were no incidents of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder.
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
The Directors of the Company state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items, during the year under review:
i. Details relating to deposits covered under Chapter V of the Act.
ii. Issue of equity shares with differential rights as to dividend, voting or otherwise.
iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
iv. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
v. Neither the Managing Director nor the Whole Time Director of the Company receives any remuneration or commissions from any of its subsidiaries.
vi. No fraud has been reported by the Auditors to the Audit Committee or the Board.
Your Directors wish to place on record their appreciation for the continued support and cooperation received from Government Authorities, Financial Institutions, Banks and esteemed shareholders of the company. Your Directors also acknowledge the support extended by the Companyâs employees for their dedicated service.
Mar 31, 2018
To The Members,
The Directors submit the 24thAnnual Report of Vaarad Ventures Limited along with the audited financial statements for the financial year (FY) ended March 31, 2018. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.
FINANCIAL RESULTS:
_FIGURES IN INR LAKH
|
Particulars |
Standalone
2017-18 |
2016-17 |
Consolidated 2016-17 |
|
|
Sales & Other Income |
47.85 |
0.42 |
54.07 |
1.93 |
|
Profit/(Loss) before Depreciation & Tax |
9.13 |
(26.01) |
7.76 |
(26.97) |
|
Less: Depreciation |
2.14 |
5.06 |
13.43 |
16.47 |
|
Profit Before tax |
6.98 |
(31.08) |
(5.67) |
(43.44) |
|
Less: Provision for Taxation |
(1.29) |
0 |
(1.29) |
0.00 |
|
Add/(Less): Provision for deferred tax |
0.37 |
0.37 |
||
|
Add/(Less): Prior Year Expenses |
- |
- |
||
|
Profit after depreciation & tax |
5.69 |
(30.70) |
(6.96) |
(43.07) |
|
Add: Excess provision for Income Tax written Back |
- |
- |
||
|
Profit for the year |
5.69 |
(30.70) |
(6.96) |
(43.07) |
|
Debit/Credit balance of profit & loss account brought forward |
132.08 |
162.79 |
(487.47) |
(443.92) |
|
Change in depreciation provision acc. to Co. Act, |
- |
|||
|
Amount Available for Appropriation |
137.77 |
132.08 |
(494.01) |
(487.47) |
|
Balance Carried Forward to Balance Sheet |
137.77 |
132.08 |
(494.01) |
(487.47) |
PERFORMANCE:
Earnings Per share (basic and diluted) is Rs. 0.002 per share in financial year 2017-18, as compared to Rs. (0.012) per share in financial year 2016-17. The results however are strictly not comparable with the previous year. In the absence of profit, the board has not recommended any dividend.
SUBSIDIARY COMPANIES:
Subsidiary, Joint Ventures and Associate Companies
The Company has 4 direct subsidiaries and 4step down subsidiaries as on 31st March, 2018.There are 2 associate companies within the meaning of Sec 2(6) of the Companies Act, 2013.Erstwhile Geo Aquatech Ltd was converted to Geo AquatechLLP andhas been transferred to HaTaBevtech Private Limited, and all existing directors of Geo Aquatech LLP have retired.
There has been no material change in the nature of business of the subsidiaries. Form AOC-1 is attached as Annexure-I to the Directors Report.
Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with separate audited accounts in respect of subsidiaries are available on the website of the Company - www.vaarad.com.They will also be available for inspection at our registered office during business hours between 9:00 am and 12:00 pm before the AGMas mentioned for inspection in the notice..
|
Sr.No. |
Subsidiaries |
Business |
|
1 |
M/s Atco Limited and its wholly owned Subsidiary M/s Atcomaart Services Limited& M/s Innovamedia Publications Limited. |
Industrial Supply Store Business & Publication Business |
|
2 |
M/s Edesk Services Limited. |
Software Development |
|
3 |
M/s Varuna Drinking Water Solutions Private Limited and its wholly owned subsidiary M/s Geo Thermal Water Limited. |
Packaged Drinking Water Business |
|
4 |
Mentor Capitalist Chambers Private Limited and its wholly owned subsidiary i.e. M/s Asset Resolution Services India Pvt. Limited |
Consultancy and Advisory Services |
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed:
(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
(ii) they 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 at the end of the financial year and of the profit of the Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2017-18.
RELATED PARTY TRANSACTIONS
The transactions in the current year with related parties were approved by the audit committee in the meeting held on 27th May 2017. Since the transaction is between holding and wholly owned subsidiary company, it does not attract regulation 23 of LODR,2015. Further,under 188(1) of the Companies Act,2013, none of the two transactions are material in nature. The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company''s websitewww.vaarad.com/Investorinformation.aspx.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONS
In the opinion of the Board, the independent directors are persons of integrity and possess relevant expertise and experience. Your Company has received the necessary declaration from the independent directors as required under Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013.
Mrs. Leena Doshi retires by rotation and being eligible has offered her for re-appointment.
During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees paid to them for the purpose of attending meetings of the Company.
Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company during the year are - Mr. Vickram Dosshi, Managing Director; Mr. Sanjay Nimbalkar, Chief Financial Officer; Ms. Ishita Shah, Company Secretary and Compliance Officer.
During the year under review, Ms. Ishita Shah, has been appointed as a Company Secretary and Compliance Officer of the Company with effect from 22nd September 2016. She has resigned with effect from 23rd July 2018.
BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").The framework includes the evaluation of directors on various parameters such as:
- Board dynamics and relationships
- Information flows
- Decision-making on the basis of the Annual Report and the Board''s report
- Relationship with stakeholders
- Company performance and strategy
- Tracking Board and committees'' effectiveness
- Peer evaluation
- Company''s assessment of market opportunities
The performance of the board and committee was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board and committee composition and structure, effectiveness of board processes, information and functioning, etc.
The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. On March 31, 2018, the Board consists of four members, two of whom are promoter directors, and two are independent directors. The Company''s policy on directors'' appointment and remuneration and other matters provided inSection 178(3) of the Act has been disclosed in the corporate governance report.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
As part of the effort to evaluate the effectiveness of the internal control system, your Company''s internal auditor reviews all the control measures on a periodic basis and recommends improvements, wherever appropriate. The Audit Committee regularly reviews the audit findings and based on discussions with the internal and statutory auditors, recommends a number of control measures both in operational and accounting related areas, apart from security related measures which are then implemented by the company.
STATUTORY AUDITOR
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. K.M. Tapuriah& Co., Chartered Accountants (Firm Registration No.314043E), were appointed as statutory auditors of the Company from the conclusion of the 20th Annual General Meeting (AGM) of the Company held on 29thSeptember 2014 till the conclusion of the 25th AGM to be held in the year 2019, subject to ratification of their appointment at every AGM. The Audit Report does not contain any qualification, reservation, adverse remark etc.
SECRETARIAL AUDITOR
The Board appointed Kushla Rawat & Associates,PractisingCompany Secretary to conduct the Secretarial Audit for the FY 2017-18. The Secretarial Audit Report for the financial year ended on March 31,2018 is annexed herewith as Annexure III.The Secretarial Audit Report does not contain any qualification, reservation, adverse remark etc.
TRAINING OF INDEPENDENT DIRECTORS
The provision of an appropriate induction programme for new Directors and ongoing training for existing Directors is a major contributor in the maintenance of high corporate governance standards of your Company. The Independent Directors, from time to time request management to provide detailed understanding of any specific project, activity or process of the Company. The management provides such information and training either at the meeting of Board of Directors or otherwise.
The induction process is designed to:
a. build an understanding of Vaarad Ventures, its businesses and the markets and regulatory environment in which it operates;
b. fully equip Directors to perform their role on the Board effectively; and
c. develop understanding of Company''s people and its key stakeholder relationships.
RISK MANAGEMENT
The Board of Directors has assumed the responsibility of the Risk management Committee considering the size and nature of the business of your Company and in accordance with the provisions of the Companies Act, 2013 and Regulation 21 of the SEBI Listing Obligations and Disclosure Requirements Regulation 2015.
This involves:
1. Putting in place of Risk Management frameworks and processes.
2. Identifying risks and promoting a pro-active approach to treating such risks.
3. Allocating adequate resources to mitigate and manage risks minimize their adverse impacts on outcomes.
4. Striving towards strengthening the risk management system through continuous learning and improvement.
5. Communicating the required policy to the required shareholders through suitable means and periodically reviewing its relevance in a continuously changing business environment.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
EXTRACT OF ANNUAL RETURN
Extract of annual return as provided under Section 92(3) of the Act is given in Annexure IV in the prescribed Form MGT-9, which forms part of this report.
PARTICULARS OF EMPLOYEES
Particulars of Employees as required under Section 197 of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not annexed hereto as none of the employees have drawn remuneration exceeding Rs. 5,00,000/- p.m. or Rs. 60,00,000/- p.a.
Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
The Nomination and Remuneration Committee continuously reviews the remuneration to align both the short term and long term business objectives of the Company.
Remuneration paid to Independent Directors:
|
Name of the Director |
Remuneration in fiscal 2018(Rs.) |
Remuneration in fiscal 2017(Rs.) |
No. of Stock Options |
% increase of remuneration (201817) |
|
1. Piyush A. Vora |
30,000/- |
30,000/- |
- |
N.A |
|
2.Nitin Datanwala |
5,000/- |
- |
N.A |
|
|
3.Dilip Mehta |
15,000/- |
30,000/- |
N.A |
|
Ratio of Rem. |
|||||||||
|
Title |
Remuneration |
Remuneration |
No. of |
% increase |
Excl. |
Incl. |
To |
||
|
in fiscal |
in fiscal |
Stock |
of |
rem |
WTD |
WTD |
|||
|
2018 (Rs.) |
2017 (Rs.) |
Options |
(2018 2017) |
over |
Ratio of Rem. To MRE (2) |
Ratio of Rem.to MRE &WTD (2) |
Net Profit (Fiscal 2018)* * |
Net Profit (Fiscal 2017) ** |
|
|
CFO |
3,00,000/- |
2,73,840/- |
- |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
|
|
CS |
3,00,000/- |
2,40,000/- |
- |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
|
No others fall under Employees. Based on annualized average salary
** Being an Investment Company, there are no revenues against which salary can be seen.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
RBI GUIDELINES
The Company is complying with all the requirements of Reserve Bank of India for Non-Banking Finance Company. In terms of paragraph 9BB of the NBFC Regulations, the particulars as applicable to the company are appended to the Balance Sheet.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:
The details as required by Companies Accounts Rules, 2014 in relation to the conservation of energy, technology absorption and foreign exchange outgo are annexed as Annexure-IIto the Directors report.
SIGNIFICANT & MATERIAL ORDERS
There are no significant & material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
GENERAL
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGEMENTS
Your directors wish to place on record and acknowledge their appreciation for the continued support & co-operation received from Government Authorities, lending institutions, and esteemed shareholders of the company. Directors also record their appreciation for the total dedication of the employees.
For and on behalf of the Board
Mr. Vickram Dosshi
Managing Director
Place: Mumbai
Date: 13thAug 2018
Mar 31, 2015
The Directors have pleasure in presenting the 21stAnnual Report of
Vaarad Ventures Limited together with Audited Financial statements for
the Year ended March 31st, 2015.
FINANCIAL RESULTS:
FIGURES IN INR LAKH
Standalone Consolidated
Particulars 2014-15 2013-14 2014-15 2013-14
Sales & Other Income 0.53 16.88 58.82 8735.44
Profit/(Loss) before Depreciation
& Tax (15.41) 1.43 (18.25) (289.62)
Less: Depreciation 4.19 5.79 85.13 99.68
Profit Before tax (19.61) (4.36) (103.38) (389.30)
Less: Provision for Taxation 0 0 0.12 0
Add/(Less): Provision for
deferred tax (0.22) (0.16) 1.61 170.52
Add/(Less): Prior Year Expenses - - - -
Profit after depreciation & tax (19.83) (4.88) (101.89) (218.68)
Add: Excess provision for Income
Tax written Back - _ - -
Profit for the year (19.83) (4.88) (101.89) (218.68)
Debit/Credit balance of profit
& loss account 234.71 210.55 (32.92) 156.48
brought forward
Change in depreciation provision
acc. to Co. Act, (17.60) 29.28 (236) 29.28
2013 and Other
Amount Available for Appropriation 197.26 234.71 (370.83) (32.92)
Less: Proposed dividend - _ - -
Less: Tax on Dividend - _ - -
Balance Carried Forward to
Balance Sheet 197.26 234.71 (370.83) (32.92)
PERFORMANCE:
During the year under report, the total revenue of the Company is Rs.
0.53 Lacs in financial year 2014-15 as compared to Rs. 16.88 Lacs in
previous financial year 2013-14. The Loss before Depreciation and Tax
of the Company is at Rs. 15.41 Lacs in financial year 2014-15, as
compared to Profit of Rs. 1.43 lacs in financial year 2013-14. The Loss
after Tax and Depreciation is at Rs. 19.83 Lacs during the financial
year 2014-15, as against loss of Rs.4.88 Lacs in financial year
2013-14. Earnings Per share (basic and diluted) is Rs. (0.008) per
share in financial year 2014-15, as compared to Rs. (0.002) per share
in financial year 2013-14. The results however are strictly not
comparable with the previous year.
DIVIDEND:
Your Directors wish to inform you that in the absence of profit, the
Board of Directors have not recommended any dividend.
SUBSIDIARY COMPANIES:
The Company has 4 direct subsidiaries and 9 step down subsidiaries as
on 31st March, 2015.There are 2 associate companies within the meaning
of Sec 2(6) of the Companies Act, 2013.There has been no material
change in the nature of business of subsidiaries.
Pursuant to the provisions of section 129(3) of the Act, a statement
containing salient features of the financial statements of the
Company's subsidiaries in Form AOC-1 is attached as Annexure-I to the
Directors Report. The statement also provide details of performance and
financial position of the subsidiaries and associates.
Pursuant to the provisions of section 136 of the Act, the financial
statements of the Company, consolidated financial statements along with
relevant documents and separate audited accounts in respect of
subsidiaries are available on the website of the Company Â
www.vaarad.com .They are also available for inspection at our
registered office during business hours.
Sr.
No. Subsidiaries Business
M/s Atco Limited and its wholly owned Industrial Supply Store
Business &
Subsidiary M/s Atcomaart Services
Limited, Publication Business
1.
M/s Innovamedia Publications Limited &
M/s Atcomaart Lead Services Pvt.
Limited
2. M/s Edesk Services Limited Software Development
3. M/s Varuna Drinking Water Solutions Packaged Drinking Water
Limited
and its wholly owned subsidiaries Business
M/s Geo Aquatech Limited and M/s Geo Thermal Water Limited.
4. Mentor Capitalist Chambers Private
Limited Consultancy and Advisory
and its wholly owned subsidiaries. M/s.
HAM Services
Services Pvt. Limited & M/s.
Knowledgeworks Management Services Pvt.
Limited & M/s Voffice Technologies
Pvt. limited & M/s Asset Resolution
Services India Pvt. Limited
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details as required by Companies Accounts Rules, 2014 in relation
to the conservation of energy, technology absorption and foreign
exchange outgo are annexed as Annexure-II to the Directors report.
CORPORATE GOVERNANCE: DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to section 134(3)(c) of the Companies Act, 2013, with respect
to Directors' Responsibility Statement, it is hereby confirmed:
(i) That in the preparation of the accounts for the financial year
ended 31st March, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit and loss of the Company for that period;
(iii) That 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) That the Directors have prepared the accounts for the financial
year ended 31st March, 2015 on a 'going concern' basis;
(v) That the Directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and operating effectively;
(vi) That 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.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
As part of the effort to evaluate the effectiveness of the internal
control system, your Company's internal auditor reviews all the control
measures on a periodic basis and recommends improvements, wherever
appropriate. The Audit Committee regularly reviews the audit findings
and based on discussions with the internal and statutory auditors,
recommends a number of control measures both in operational and
accounting related areas, apart from security related measures which
are then implemented by the company.
Measures have been implemented to ensure that internal controls are
commensurate with the size and nature of the business.
CORPORATE GOVERNANCE
Your Company believes in coherent and self-regulatory approach in the
conduct of its business to achieve better standard of Corporate
Governance. As per Clause 49 of the Listing Agreement with the Stock
Exchanges, a separate Section on Corporate Governance, together with a
Certificate from the Company's Auditors confirming Compliance by the
Company with the requirements of Corporate Governance, is set out
separately forming part of this Annual Report.
PERFORMANCE EVALUTION
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India under Clause 49 of
the Listing Agreement. The Board evaluated its own performance, the
working of its Committees (Audit, Nomination and Remuneration and
Stakeholders Relationship Committee) and Independent Directors (without
participation of the relevant Director).
None of the independent directors are due for re-appointment.
INDEPENDENT DIRECTORS DECLARATIONS
In the opinion of the Board, the independent directors are persons of
integrity and possess relevant expertise and experience. Your Company
has received the necessary declaration from the independent directors
as required under Section 149 (7) of the Companies Act, 2013 stating
that they meet the criteria of independence under Section 149(6) of the
Companies Act, 2013.
TRAINING OF INDEPENDENT DIRECTORS
The provision of an appropriate induction programme for new Directors
and ongoing training for existing Directors is a major contributor in
the maintenance of high corporate governance standards of your Company.
The Independent Directors, from time to time request management to
provide detailed understanding of any specific project, activity or
process of the Company. The management provides such information and
training either at the meeting of Board of Directors or otherwise. The
induction process is designed to:
a. build an understanding of Vaarad Ventures, its businesses and the
markets and regulatory environment in which it operates;
b. fully equip Directors to perform their role on the Board
effectively; and
c. develop understanding of Company's people and its key stakeholder
relationships.
In addition to the extensive induction and training provided , the
Independent Directors are also taken through various business and
functional sessions in the Board meetings including the Board meetings
to discuss strategy
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Mr. NitinDatanwala, resigned as Director
of the Company with effect from 30th May, 2015. The Board places on
record its appreciation of the services rendered by Mr. NitinDatanwala
during their tenure as Directors of the Company.
In accordance with the provisions of Section 152 of the Companies Act,
2013 ('the Act') and the Articles of Association of the Corporation,
Mrs. LeenaDoshi, retires by rotation at the ensuing Annual General
Meeting and being eligible, offers her for reappointment.
The Chief Financial Officer was appointed on 28th March, 2015. The
Company had appointed Company Secretary, but due to personal reasons
she was no longer able to continue. The Management is simultaneously in
process to appoint Company secretary within the time limit prescribed
in Section 203(4) of Companies Act, 2013.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's policy on directors' appointment and remuneration and
other matters provided in Section 178(3) of the Act has been disclosed
in the corporate governance report.
AUDITORS
Pursuant to the provisions of Section 139 of the Act and the rules
framed thereunder, M/s. K.M. Tapuriah & Co., Chartered Accountants
(Firm Registration No.314043E), were appointed as statutory auditors of
the Company from the conclusion of the 20th Annual General Meeting
(AGM) of the Company held on 29thSeptember 2014 till the conclusion of
the 25th AGM to be held in the year 2019, subject to ratification of
their appointment at every AGM.
SECRETARIAL AUDITORS
Pursuant to 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 has appointed M/s. Kushla Rawat &
Associates, a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company for the year ended 31st March, 2015.
AUDITORS REPORT
The auditor's report and secretarial auditor's report does not contain
any qualifications, reservations or adverse remarks. The Secretarial
auditor's report is given as an Annexure-III to the directors report.
SIGNIFICANT & MATERIAL ORDERS
There are no significant & material orders passed by the regulators or
courts or tribunals impacting the going concern status and Company's
operations in future.
RISK MANAGEMENT
The Board of Directors has assumed the responsibility of the Risk
management Committee considering the size and nature of the business of
your Company.
The Board of Directors of the Company has adopted the following Risk
Management Policy in terms of the provisions of the Companies Act, 2013
and Listing Agreement with stock exchanges.
1. Putting in place of Risk Management frameworks and processes.
2. Identifying risks and promoting a pro-active approach to treating
such risks.
3. Allocating adequate resources to mitigate and manage risks minimize
their adverse impacts on outcomes. 4.Striving towards strengthening
the risk management system through continuous learning and improvement.
5. Communicating the required policy to the required shareholders
through suitable means and periodically reviewing its relevance in a
continuously changing business environment.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was
outstanding as on the date of the balance sheet.
RELATED PARTY TRANSACTIONS
There were no materially significant Related Party Transactions made by
the Company during the year that would have required Shareholder
approval under Clause 49 of the Listing Agreement.
The Company has adopted a Related Party Transactions Policy. The
Policy, as approved by the Board, is uploaded on the Company's website
www.vaarad.com/Investorinformation.aspx.
EXTRACT OF ANNUAL RETURN
Extract of annual return as provided under Section 92(3) of the Act,
the extract of annual return is given in Annexure IV in the prescribed
Form MGT-9, which forms part of this report.
PARTICULARS OF EMPLOYEES
Particulars of Employees as required under Section 197of the Companies
Act, 2013 read with the Companies (Particulars of Employees) Rules,
1975, as amended, is not annexed hereto as none of the employees have
drawn remuneration exceeding Rs. 5,00,000/- p.m. or Rs. 60,00,000/-
p.a.
Information as per Rule 5(1) of Chapter XIII, Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
The Nomination and Remuneration Committee continuously reviews the
remuneration to align both the short term and long term business
objectives of the Company.
Remuneration paid to Independent Directors:
Name of the Director Remuneration
in Remuneration
in No.of
Stock %
increase of
fiscal 2015
(Rs.) fiscal 2014
(Rs.) Optio
ns remuneration
(2015 over
2014)
1. Nitin H.
Datanwala(1) 30,000 30,000 - N.A
2. Piyush A. Vora 15,000 10,000 - N.A.
3. Dilip Mehta 40,000 40,000 - N.A.
(1) For the period 5th September 2014 to 31st March 2015
Title Remuneration Remuneration No. of % increase of
in fiscal in fiscal Stock remuneration
2015 (Rs.) 2014 (Rs.) Options (2015 over
2014)
CFO(1) 2,40,000* N.A. - N.A.
CS (1) 2,70,000* 1,60,000 - N.A.
Title Excl. Incl. Ratio of Rem. to
WTD WTD
Rati Ratio Revenu Net
o of of e (Fiscal Profit
Rem. Rem. 2015)** (Fiscal
To to 2015)*
MRE MRE *
(2) &WT D
(2)
CFO(1 N.A. N.A. N.A. N.A.
)
CS(1) N.A. N.A. N.A. N.A.
(1)The CFO was appointed from 28th March 2015. (2): No others fall
under Employees. The Company has retainers.
*Based on annualized average salary
** Being an Investment Company, there are no revenues against which
salary can be seen.
DISCLOSURE REQUIREMENTS
As per Clause 49 of the listing agreements entered into with the stock
exchanges, corporate governance report with auditors' certificate
thereon and management discussion and analysis are attached, which form
part of this report.
Details of the Familiarization Programme of the independent directors
are available on the website of the Company (URL:
www.vaarad.com/investors.aspx).
Policy for determining material subsidiaries of the Company is
available on the website of the Company (URL:
www.vaarad.com/Investorinformation.aspx).
Policy on dealing with related party transactions is available on the
website of the Company (URL: www.vaarad.com/Investorinformation.aspx).
The Company has formulated and published a Whistle Blower Policy to
provide Vigil Mechanism for employees including directors of the
Company to report genuine concerns. The provisions of this policy are
in line with the provisions of the Section 177(9) of the Act and the
revised Clause 49 of the Listing Agreements with stock exchanges (URL:
www.vaarad.com/Investorinformation.aspx).
RBI GUIDELINES
The Company is complying with all the requirements of Reserve Bank of
India for Non-Banking Finance Company. In terms of paragraph 9BB of the
NBFC Regulations, the particulars as applicable to the company are
appended to the Balance Sheet.
ACKNOWLEDGEMENTS
Your directors wish to place on record and acknowledge their
appreciation for the continued support & co- operation received from
Government Authorities, lending institutions, and esteemed shareholders
of the company. Directors also record their appreciation for the total
dedication of the employees.
For and on behalf of the Board
Sd/-
Place: Mumbai Mr. Vickram Dosshi
Date : May 30, 2015 Managing Director
Mar 31, 2014
The Members,
The Directors have pleasure in presenting the 20th Annual Report of
the Company together with Audited Accounts for the Financial Year ended
March 31, 2014.
FINANCIAL RESULTS
(Rupees in Lacs)
Particulars 2013-14 2012-13
Sales & Other Income 16.88 63.79
Profit/(Loss) before Depreciation & Tax 1.43 9.84
Less: Depreciation (5.79) 7.78
Profit Before tax (4.36) 2.06
Less: Provision for Taxation 0 (1.92)
Add/(Less): Provision for deferred tax (0.16) (0.02)
Add/(Less): Prior Year Expenses - --
Profit after depreciation & tax (4.88) 0.12
Add: Excess provision for Income
Tax written Back -- --
Profit for the year (4.88) 0.12
Debit/Credit balance of profit &
loss account brought forward 210.55 239.48
Amount Available for Appropriation 234.71 239.60
Less: Proposed dividend 24.99
Less: Tax on Dividend 4.05
Balance Carried Forward to Balance Sheet 234.71 210.56
BUSINESS REVIEW:
FY 2013 Â Key Financial Highlights:
During the year under report, The Total Revenue of the Company is Rs.
16.88 Lacs in Financial Year 2013-14 as compared to Rs. 63.79 Lacs in
the previous Financial Year 2012-13. The Profitbefore Depreciation and
Tax of the Company is at Rs. 1.43 Lacs in Financial Year 2013-14, as
compared to Profit of Rs. 9.84 lacs in Financial Year 2012-13. The Loss
after Tax (PAT) and Depreciation is at Rs.4.88Lacs during the Financial
Year 2013-14, as against profit of Rs. 0.12 Lacs in the Financial Year
2012-13. Earnings Per share (basic) are Rs. (0.002) per share in
Financial Year 2013-14, as compared to Rs. (0.000) per share in
Financial Year 2012-13. The results however are strictly not comparable
with the previous year.
DIVIDEND:
Your Directors wish to inform you that in the absence of Profit, the
Board of Directors have not recommended any dividend.
SUBSIDIARY COMPANIES:
Your company has thirteen subsidiaries as follows as on 31st March,
2014 which is engaged into different specific and distinct verticals of
the business:
Sr.
No. Subsidiaries Business
1. M/s Atco Limited and its wholly owned Industrial Supply Store
Business & Subsidiary M/s Atcomaart Publication Business
Services Limited ,M/s Innovamedia
Publications Limited & M/s Atcomaart
Lead Services Pvt. Limited
2. M/s Edesk Services Limited Software Development
3. M/s Varuna Drinking Water Solutions Packaged Drinking Water
Business Limited and its wholly
owned subsidiaries M/s Geo Aquatech
Limited and M/s Geo Thermal Water
Limited.
4. Mentor Capitalist Chambers Private Consultancy and Advisory
Limited Services
and its wholly owned subsidiaries.
M/s. HAM services Pvt. Limited &
M/s. Knowledgeworks Management
services Pvt.
Limited& M/s Voffice Technologies
Private limited& M/s Asset
Resolution Services Private Limited
CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements read with Accounting Standard AS-23 on Accounting
for Investments in Subsidiaries and the audited Consolidated Financial
Statements are provided in the Annual Report.
In accordance with the General Circular No: 2/2011 dated 8th February,
2011 issued by the Ministry of Corporate Affairs, Government of India,
the Balance Sheet, Profit and Loss Account and other documents of the
subsidiary companies are not being attached with the Balance Sheet of
the Company. The Company will make available the Annual Accounts of the
subsidiary companies and the related detailed information to any member
of the Company who may be interested in obtaining the same. The annual
accounts of the subsidiary companies will also be kept open for
inspection at the Registered Office of the Company and that of the
respective subsidiary companies. The Consolidated Financial Statements
presented by the Company include the financial results of its
subsidiary companies.
DIRECTORS
Mrs. Leena Doshi Director is retiring by rotation at the ensuing Annual
General Meeting of the Company and is eligible for re-appointment &she
has offered herself for re-appointment.
Mr. Dilip Mehta and Mr. Piyush Vora, Independent Directors of the
Company retiring by rotation offers themselves for re-appointment for
the period of 5years starting from 29th September, 2014.
Mr. Nitin Datanwala is re appointed as an Independent Director of the
Company.
GROUP FOR THE INTERSE TRANSFER OF THE SHARES
As required under clause 3(1)(e) of the Securities and Exchange Board
of India (Substantial Acquisition of shares and Takeovers) Regulations,
2011, persons constituting "group" as defined under the Monopolies and
Restrictive Trade Practices ("MRTP") Act, 1969, for availing exemption
from applicability of provisions of Regulations 10 to 12 of the
aforesaid SEBI regulations are disclosed as annexure to this Report.
AUDITORS
M/s .G. C. Patel & Co., Chartered Accountants, Statutory Auditors of
the Company, retires at the conclusion of this Annual General Meeting.
M/s K M Tapuriah & Co. is been appointed as the Auditors of the Company
for the period of 5 years starting from 29th September, 2014. A written
certificate from them have been obtained by the Company to the effect
of their appointment in accordance with the limits specified under
section 139 and section 140 and other applicable provisions of the
Companies Act, 2013. The Board recommends their appointment for your
approval.
AUDITORS REPORT
The Auditors have not made any qualification to the financial
statement, in their reports or relevant notes on accounts, which are
self explanatory and do not call for any comments under section 217(3)
of the Companies Act, 1956.
RBI GUIDELINES
Your Company is complying with all the requirements of Reserve Bank of
India for Non Banking Finance Company. In terms of paragraph 9BB of the
NBFC Regulations, the particulars as applicable to the company are
appended to the Balance Sheet.
STATUTORY INFORMATION
(a)Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo and Export Market Developments:
The details as required by Companies (Disclosures of Particulars in the
report of the Board of Directors) Rules, 1988 in relation to the
conservation of Energy, Technology Absorption and Research and
Development are annexed and form part of the Director''s Report The
company has no foreign exchange earnings and outgo and export market
developments.
(b)Particulars of Employees:
Particulars of Employees as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975, as amended, is not annexed hereto as none of the employees
have drawn remuneration exceeding Rs. 5,00,000/- p.m. or Rs.
60,00,000/- p.a. However, the Report and Accounts are being sent to the
members excluding the aforesaid Annexure. Any member interested in
obtaining copy of the same may write to the Company Secretary at the
Registered Office of the Company.
(c) Corporate Governance:
Your Company believes in coherent and self-regulatory approach in the
conduct of its business to achieve better standard of Corporate
Governance. As per Clause 49 of the Listing Agreement with the Stock
Exchanges, a separate Section on Corporate Governance, together with a
Certificate from the Company''s Auditors confirming Compliance by the
Company with the requirements of Corporate Governance, is set out
separately forming part of this Report.
FIXED DEPOSITS:
The company has not accepted any "deposits" falling within the purview
of section 58A of the Companies act ,1956 and as such no principal or
interest amount was outstanding as on that date of the balance sheet
TRADE RELATIONS
Your Company continued to receive unstinted support and co-operation
from its business associates and clienteles of services and all others
associated with it. Your Board wishes to record its appreciation for
the service rendered by them. Your Company would continue to build and
maintain strong links with its business partners.
HUMAN RESOURCES
The objective of your Company''s Management is to build competencies,
commitment and culture in the organization. This objective enables the
Human Resource to enhance performance and retain its leadership
position. The Balanced Scorecard performance management system has been
introduced across the organization. This methodology translates
strategy in operational terms and aligns the objectives of each and
every individual with the Company objectives.
Employees are motivated to bring out their best Performance is
recognized with an appropriate compensation package. A Profit incentive
plan was announced to ensure that a part of the incremental Profit is
shared with the employees.
Your Company''s human resources have played a vital role in achieving
the improved results. Your Directors express their appreciation for the
dedication and hard work put in by the employees throughout the year.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 of the Companies Act,
2013, with respect to Directors'' Responsibility Statement, it is hereby
confirmed:
(i) That in the preparation of the accounts for the financial year
ended 31st March, 2014, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for the year under review;
(iii) That the Directors 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) That the Directors have prepared the accounts for the financial
year ended 31st March, 2014 on a ''going concern'' basis;
(v) That the Directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and operating effectively;
(vi) That 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.
INSURANCE
All assets of the company are adequately insured.
EXTRACT OF ANNUAL RETURNS
1. The Paid up capital of the Company: Rs. 249,903,000 consisting of
249,903,000 equity shares of face value of Rs.1/- each.
2. The Board of Directors of the company consists of 5 Directors. Out
of which 2 promoter directors are namely Mr. Vikram Doshi and Mrs.
Leena Doshi; and 3 Independent Directors namely Mr. Piyush Vora Mr.
Dilip Mehta and Mr.Nitin Datanwala.
3. The secured debt of the company is of Rs 571,587
4. The Promoters holding consists of 177,913,690 equity shares of Rs 1
each amounting to71.19 %
5. During the years, the unclaimed dividend was Rs22,430
INDEPENDENT DIRECTORS DECLARATIONS
In the opinion of the Board, the independent directors are,
individually, person of integrity and possess relevant expertise and
experience.
The Independent Directors under section 149(6) of the Companies Act,
2013 declared that:
1. They are not a promoter of the Company or its holding, subsidiary
or associate company;
2. They are not related to promoters or directors in the company, its
holding, subsidiary or associate company.
3. The independent Directors have /had no pecuniary relationship with
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;
4. None of the relatives of the Independent Director has or had
pecuniary relationship or transaction with the company, its holding,
subsidiary or associate company, or their promoters, or directors,
amounting to two per cent or more of its gross turnover or total income
of fifty lakh rupees or such higher amount as may be prescribed,
whichever is lower, during the two immediately preceding financial
years or during the current financial year;
5. Independent Director, 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
(iv) is a Chief Executive or director, by whatever name called, of any
non-profit organization that receives twenty-five per cent or more of
its receipts from the company, any of its promoters, directors or its
holding, subsidiary or associate company or that holds two per cent or
more of the total voting power of the company; or
6. Independent director possesses such qualifications as may be
directed by the Board.
7. The Company & the Independent Directors shall abide by the
provisions specified in schedule IV of the Companies Act, 2013.
NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP
COMMITTEE
Pursuant to section 178 of the Companies Act, 2013, the Company has set
up a Nomination and Remuneration and Stakeholders Relationship
Committee consisting of Two (2) of Independent Directors Mr. Nitin
Datanwala and Mr Dilip Mehta
Mr. Nitin Datanwala being the Chairman of the Committee.
The Gist of the Policy of the said committee:
1. For Appointment of Independent Director (ID):
a. Any person who is between the age of 25 years and below 75 years
eligible to become ID;
b. He has to fulfill the requirements as per section 149 of the
Companies Act, 1956 read with cl. 49 of the Listing Agreement;
c. Adhere to the code of conduct as per Schedule IV to the Companies
Act, 2013;
d. Strictly adhere to the Insider Trading Regulation of the SEBI and
Insider Trading policy of the Company;
e. ID should have adequate knowledge and reasonably able to contribute
to the growth of the Company and stakeholders;
f. ID should be able to devote time for the Board and other meetings
of the company;
g. Entitled for sitting fees and Reasonable conveyance to attend the
meetings; and
h. Able to review the policy, participate in the meeting with all the
stakeholders of the company at the Annual Meeting.
PERFORMANCEOFTHEBOARDANDCOMMITTEE:
During the year under review, the performance of the Board & Committee
and Individual Director(s) based on the below parameters satisfactory:
1. Most of the Directors attended the Board meeting;
2. The remunerations paid to executive Directors strictly as per the
company and industry policy. The Independent Directors only received
sitting fees.
3. The Independent Directors contributed a lot based on their
experience and knowledge and Independent views.
4. The Credit Policy, Loan Policy and compliances were reviewed;
5. Implementation of Risk Management Policy
RELATED PARTY TRANSACTIONS
Details of related party transactions as per section 188 of the
Companies Act, 2013 are given in the Auditor''s report and annexures
thereto.
ACKNOWLEDGEMENTS
Your directors wish to place on record and acknowledge their
appreciation for the continued support & co- operation received from
Government Authorities, lending institutions, and esteemed shareholders
of the company. Directors also record their appreciation for the total
dedication of the employees.
For and on behalf of the Board
Sd/-
Place: Mumbai Mr. Vickram Dosshi
Date: 11th August,2014 Managing Director
Mar 31, 2012
The Directors have pleasure in presenting the 18th Annual Report of
the Company together with Audited Accounts for the Financial Year ended
March 31, 2012.
FINANCIAL RESULTS (Rupees in Lacs)
Particulars 2011-12 2010-2011
Sales & Other Income 93.72 619.25
Profit/(Loss) before Depreciation & Tax 8.67 191.11
Less: Depreciation 8.59 21.03
Profit Before tax 0.08 170.09
Less: Provision for Taxation 1.37 27.68
Add/(Less): Provision for deferred tax 0.27 (0.46)
Add/(Less): Prior Year Expenses - (0.33)
Profit after depreciation & tax (1.02) 141.62
Add: Excess provision for Income Tax written Back (7.92) 90.08
Profit for the year (8.94) 231.7
Debit/Credit balance of profit & loss account
brought forward 276.08 151.66
Amount Available for Appropriation 267.14 383.36
Less: Proposed dividend 23.80 91.99
Less: Tax on Dividend 3.86 15.28
Balance Carried Forward to Balance Sheet 239.48 276.08
BUSINESS REvIEW: SIGNIFICANT DEvELOPMENTS
The Company had filed an application with The Reserve Bank of India for
granting registration as a Non Banking Financial Company and your
company has successfully received the Certificate of Registration from
the Reserve Bank of India (RBI) to commence/carry on the business of
Non-Banking Financial Institution without accepting public deposits on
11th June, 2012. However, the information as per (Non-Deposit
Accounting or Holding) Companies Prudential Norms (Reserve Bank)
Directions 2007, shall be provided from the next annual report of the
company.
OPERATIONS & OUTLOOK:
Total revenue for the year under review was Rs. 93.72 Lacs and the
profit after Tax (PAT) and Depreciation is at Rs. 0.08 Lacs derived
from a mix of the investments and other income . The company being
investment company holds signifi- cant investments in Group Companies
with diversified businesses. The year under review witnessed
improvement in the performance of the most of the investee companies
and the company is looking forward to a sustainable growth and growing
opportunities in its investee companies in the coming years.
DIvIDEND:
The Board of Directors has recommended dividend on Equity Shares of the
Company of Rs.0.01 i.e. 1% per share on 21,69,03,000 Equity Shares of
Rs.1/- each and Rs.0.0064/- per share on 3,30,00,000 Equity Shares of
Rs.1/- each on pro- rata basis to the members as on the book closure
date. The total cash outflow on account of dividend including tax on
dividend is Rs.27.66 Lacs.
Private equity business has long gestation period until cash profit
materializes out of its disinvestment. Private equity business does not
have practice of paying dividend in conventional terms. However keeping
the tradition of dividend paying track record of our company, The Board
of Directors recommend nominal dividend to its shareholders.
FINANCE:
During the year the company has issued 1,65,00,000 equity share of
Rs.2/- each against the conversion of share warrants increasing total
Issued and Paid up capital to 12,49,51,500 equity share of Rs.2/- each.
The said 12,49,51,500 equity shares of Rs.2/-each have been subdivided
into 24,99,03,000 equity share of Rs.1/- each fully paid during the
year.
SUBSIDIARY COMPANIES:
Your company has eight subsidiaries as follows as on 31st March, 2012
which are engaged into different specific and distinct verticals of the
business:
Sr.
No. Subsidiaries Business
1. Atco Limited and its wholly owned Subsidiary
Atcomaart B2B Internet Business
Services Limited
2. Edesk Services Limited Software Development
3. Innovamedia Publications Limited Publication Business
4. Varuna Drinking Water Solutions Limited
and its wholly Packaged Drinking
Water Business
owned subsidiaries. Geo Aquatech Limited
and Geo Thermal Water Limited.
5. Mentor Capitalist Chambers Private Limited Consultancy and
Advisory Services
CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements read with Accounting Standard AS-23 on Accounting
for Investments in Subsidiaries and the audited Consolidated Financial
Statements are provided in the Annual Report.
In accordance with the General Circular No: 2/2011 dated 8th February,
2011 issued by the Ministry of Corporate Affairs, Government of India,
the Balance Sheet, Profit and Loss Account and other documents of the
subsidiary companies are not being attached with the Balance Sheet of
the Company. The Company will make available the Annual Accounts of the
subsidiary companies and the related detailed information to any member
of the Company who may be interested in obtaining the same. The annual
accounts of the subsidiary companies will also be kept open for
inspection at the Registered Office of the Company and that of the
respective subsidiary companies. The Consolidated Financial Statements
presented by the Company include the financial results of its
subsidiary companies.
DIRECTORS
Mr. Piyush Vora, is liable to retire by rotation at the forthcoming
Annual General Meeting, and being eligible, offer himself for re-
appointment.
GROUP FOR THE INTER-SE TRANSFER OF THE SHARES
As required under clause 3(1)(e) of the Securities and Exchange Board
of India (Substantial Acquisition of shares and Takeovers) Regulations,
2011, persons constituting "group" as defined under the Monopolies and
Restrictive Trade Practices ("MRTP") Act, 1969, for availing exemption
from applicability of provisions of Regulations 10 to 12 of the
aforesaid SEBI regulations are disclosed as annexure to this Report.
AUDITORS
M/s G.C. Patel & Co., Chartered Accountants, Statutory Auditors of the
Company, retires at the conclusion of this Annual General Meeting and
is eligible for re-appointment. A written certificate from them have
been obtained by the Company to the effect that their re-appointment,
if made, would be in accordance with the limits specified under section
224 (1B) of the Companies Act, 1956. The Board recommends their
re-appointment for your approval.
STATUTORY INFORMATION
(a) Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo and Export Market Developments:
The information required to be provided under section 217(1)(e) of the
Companies Act,1956 read with the Companies (Disclosures of Particulars
in the report of the Board of Directors) Rules, 1988 in relation to the
conservation of Energy, Technology Absorption and Research and
Development are currently not applicable to the company. The company
has no foreign exchange earnings and outgo and export market
developments. The details are annexed and form part of the directors
report.
(b) Particulars of Employees:
Particulars of Employees as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975, as amended, is not annexed hereto as none of the employees
have drawn remuneration exceeding Rs. 5,00,000/- p.m. or Rs.
60,00,000/- p.a.
(c) Corporate Governance:
Your Company believes in coherent and self-regulatory approach in the
conduct of its business to achieve better standard of Corporate
Governance. As per Clause 49 of the Listing Agreement with the Stock
Exchanges, a separate Section on Corporate Governance, together with a
Certificate from the Company's Auditors confirming Compliance by the
Company with the requirements of Corporate Governance, is set out
separately forming part of this Report.
FIXED DEPOSITS:
The Company has not accepted any "deposits" falling within the purview
of Section 58A of the Companies Act, 1956, and as such, no principal or
interest amount was outstanding on the date of the Balance Sheet.
TRADE RELATIONS
Your Company continued to receive unstinted support and co-operation
from its retailers, stockiest, suppliers of goods/ services and all
others associated with it. Your Board wishes to record its appreciation
for the service rendered by them. Your Company would continue to build
and maintain strong links with its business partners.
HUMAN RESOURCES
The objective of your Company's Management is to build competencies,
commitment and culture in the organization. This objective enables the
Human Resource to enhance performance and retain its leadership
position. The Balanced Scorecard performance management system has been
introduced across the organization. This methodology translates
strategy in operational terms and aligns the objectives of each and
every individual with the Company objectives.
Employees are motivated to bring out their best Performance and
recognized with an appropriate compensation package. A Profit
incentive plan was announced to ensure that a part of the incremental
Profit is shared with the employees.
Your Company's human resources have played a vital role in achieving
the improved results. Your Directors express their appreciation for the
dedication and hard work put in by the employees throughout the year.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
based on the representation received from the Operating Management,
confirm:
i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
ii) That 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 at the end of the financial year ended on
March 31, 2012 and of the profit of the year;
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) That the Directors have prepared the annual accounts on a 'going
concern' basis.
INSURANCE
All assets of the Company are adequately insured.
ACKNOWLEDGEMENTS
Your directors wish to place on record and acknowledge their
appreciation for the continued support & co-operation received from
Government Authorities, lending institutions, and esteemed shareholders
of the company. Directors also record their appreciation for the total
dedication of the employees.
For and on behalf of the Board of Directors
Place: Mumbai
Date: 3rd September, 2012
Vickram Dosshi
(Managing Director)
Mar 31, 2010
The Directors have pleasure in presenting the 16th Annual Report of
the Company together with Audited Accounts for the year ended March
31st, 2010.
FINANCIAL RESULTS
(Rupees in lacs)
Particulars 2009-2010 2008-2009
Sales & Other Income 11214.97 1778.34
Profit/(Loss) before Depreciation & Tax 1102.11 23.11
Less: Depreciation 22.13 21.17
Less: Provision for Taxation 90.08 0.81
Add/Less : Provision for deferred tax 0.75 1.71
Less: Prior Year Expenses 2.02 0.00
Add: Income from extra ordinary items 0.00 480.57
Profit/(Loss) after Depreciation & Tax 988.63 479.98
Debit balance of profit & loss account
brought forward (778.05) (1,258.03)
Profit/(Loss) A/c Appropriation 210.58 0.00
Less: declared dividend 51.04 0.00
Less: Tax on Dividend 7.88 0.00
Balance Carried Forward to Balance Sheet 151.66 (778.05)
Business Overview:
The turnover of Packaged Drinking Water Business during year is Rs.
117.32 Lacs as against Rs. 142.16 Lacs in previous year showing the
decline of 17.47%.
The Company has started sof ware business as new line of business. The
turnover of sof ware business during the year is Rs. 1216.45 Lacs
The income from Industrial Business Supplies during year is Rs. 9700.08
Lacs as against Rs. 1152.79 Lacs in previous year showing the growth of
841.44%.
The Company has started Business Publication as new line of business.
The Companys business of dealing in Industrial and Business supply, on
amalgamation of erstwhile Atcomaart Limited has shown substantial
growth over last two years. Your Company has developed a good franchise
network. The Company is planning to roll out more and more allied
products work with the idea to provide a one stop for all industrial
Business Products in India. The distribution network of the Company had
already been set up and the Company will reap the benefits from full f
edged distribution network in the coming year. It plans to create a
strong distribution network catering to the industrial and business
supply. The entire network is initially planned to be created on a
franchisee basis as well as own warehouse stores, which is very cosThef
ective model. The business model aims to create a common platform for
buyers and sellers and its role would be largely service oriented.
The Companys business has shown a sign of improvement this year as
compared to the Previous Financial Year. The carry forward losses to
extend of Rs. 778.05 lacs have been fully absorbed. The Company has
been trying to put a lot more ef orts to sustain in the Packaged
Drinking Water business and the managemenThis conf dent of making a
come back. The Company has been exploring other business opportunities
so as to add Value to the shareholders of the Company.
Profit after tax is Rs. 988.63 Lacs compared to Profit of Rs. 479.88
Lacs in previous year. Your Company has been able to set of the entire
carried forward losses during the year under review and has Rs. 174.38
Lacs available for appropriation.
Sub-Division of share capital of the Company:
The Companys shares are listed on the Bombay Stock Exchange and are
actively traded. The market price of the shares of the Company
witnessed signif cant spurt over the last year. In order to improve the
liquidity of the Companys shares in the stock market and to make it af
ordable to the small investors, the equity shares and convertible
warrants of the nominal value of Rs. 10/- for each share / warrant were
subdivided into f ve shares / warrants of Rs. 2/- each during the year.
As a result, the number of Equity shares and the outstanding warrants
of the company increased propotionatly.
Finance:
During the year, out of the 4,95,00,000 warrants of Rs. 2/- each
(earlier 9900000 warrants of Rs. 10/- each) issued earlier to Promoter/
Promoter group company as per BIFR order, 1,65,00,000 warrants of Rs.
2/- each got converted into equal number of Equity Shares of the
Company of Rs. 2/- each at par. Further 2,47,50,000 of Rs.2/- each.
(earlier 4950000 warrants of Rs. 10/- each) issued earlier to Promoter/
Promoter group company as per BIFR order, got converted into equal
number of Equity Shares of the Company of Rs. 2/- each at par. As a
result the paidup Capital of the Company increased to 9,19,51,500
shares aggregating to Rs. 183,903,000/-
Dividend:
Your Directors recommend a Dividend at the rate of 5% (Rs. 0.10 per
share) on 50701500 Equity Shares of Rs 2/- each and (Rs. 0.0008 per
share)on 41250000 Equity Shares of Rs 2/- each on pro-rata basis to the
members who are the members of the Company as on record date to be fi-
xed by the Board of Director. The total cash outf ow on account of
dividend including tax on dividend is Rs. 58.93 lacs.The dividend will
be paid to those shareholders whose names appear on the Register of
Members on 7th September, 2010.
Fixed Deposits:
The Company has not accepted any "deposits" from the public during the
year under review.
Corporate Governance:
Your Company believes in coherent and self-regulatory approach in the
conduct of its business to achieve better standard of Corporate
Governance. It has complied with the requirement of the Corporate
Governance as prescrbed under clause 49 of the Listing Agreement with
Stock Exchanges. A separate report on Corporate Governance along with
Auditors Certificate on its compliance is annexed to and forms part of
the report.
Ministry of corporate Af ars (MCA) has issued voluntory Guidelines on
Corporate Governance during the year. Your Company being a listed
Company, is already impleneting requirements of Cluase 49 relating to
Corporate Governance; and thereby is in compliance with some of the
requirements prescribed under the aforesaid Guidelines of MCA. Your
Company is examining the possibilities of other requirements of said
MCA Guidelines.
Employees Relations:
Relations between the employees and the Management continued to be
cordial during the year. A statement of particulars of employees as
required under section 217(2A) of the Companies Act, 1956 is not
annexed hereto as none of the employees have drawn remuneration
exceeding Rs. 2,00,000/- p.m. or Rs. 24,00,000/- p.a.
Trade relations:
Your Company continued to receive unstinted support and co-operation
from its retailers, stockiest, suppliers of goods / services and all
others associated with it. Your Board wishes to record its appreciation
for the service rendered by them. Your Company would continue to build
and maintain strong links with its business partners.
Energy, Technology Absorption, Foreign Exchange & Export Market
Developments:
Details of energy conservation and research and development activities
undertaken by the Company along with the information in accordance with
the provisions of Section 217(1) (e) of the Companies Act read with the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are annexed hereto and forms part ofithis
report.
During the year, the Company earned a small amount of Rs. 96,038/-
against Rs. NIL in previous year. Your Company is examining various
possibilities is to how it can explore and develope overseas market for
its product, which however, will takes time to give results.
Directors:
In accordance with the articles of association Mrs. Leena Doshi retires
by rotation at the forthcoming Annual General Meeting, and being
eligible, of er herself for re-appointment.
Mr. Chirag Gandhi and Mr. Mahendra Sanghvi resigned from the post of
Director. The Board took on record its appreciation for the service
rendered by them as Director.
Mr. Nitin Datanwala, Mr. Piyush Vora, Mr. Pradip Dubhashi and Mr. Dilip
Mehta were appointed as Additional Directors and hold the of ce as
Directors upto the date of forthcoming Annual General Meeting. The
Company has received notices from members proposing candidature of for
Mr. Nitin Datanwala, Mr. Piyush Vora, Mr. Pradip Dubhashi and Mr. Dilip
Mehta for their appointment as Directors at the forthcoming Annual
General Meeting.
Change of name of the Company:
The name of Company has been changed from NHN Corporation Limited to
Atco Corporation Limited w.e.f. 15th June, 2009, to identify the
Company with ATCO Brand.
Alteration in other objects of Memorandum of Association of the
Company:
The Company proposes to make investments in the areas of business of
the Company as a measure of achieving greater financial f exibility and
to enable optimal financial structuring or to park available funds
temporarily. In view thereof, the scope of business activities of the
Company was required to be widened to include activities relating to
the business of investments. Accordingly the sub-clause 47 of Clause B
of the Memorandum of Association of the Company was altered during the
year.
Scheme of Demerger:
Over the years, your Company embarked on a process of vertical
integration and at the same time ventured into new areas of business.
As on date your company have several business carried out by itself and
through its subsidiaries, these business can be segregated into
Industrial and Business supply, Drinking Water, Sof ware Business,
Industrial Publications and Advisory & Investment Business. Each of
this businesses has signif cant potential of growth and capable of
attracting dif erent kind of investors & strategic partners.
With a view to unable distinct focus of investors or strategic partners
in this diverse business and to lay greater focus to their operations,
your company proposes to reorganize and segregate by way of demerger
its business undertaking engaged in
a) Business of Industrial Publications business into Innovamedia
Publications Ltd
b) Business of application service providing and sof ware development
into eDesk Services Ltd.
Your company has submitted the scheme of Demerger to the Bombay Stock
Exchange Ltd and awaits for its approval.
Subsidiary Companies:
Your Company as part of its activities has undertaken expansion and
restructuring its business including promoting and investing in equity
of the Companies. As a part ofithis activity, your company in during
year invested in
a. Atcomaart Services Limited
b. eDesk Services Limited
c. Innovamedia Publications Limited
This above three companies becomes subsidiaries of your company in the
year under consideration.
In accordance with the Accounting Standard (AS) 21 on consolidated
Financial Statements read with Accounting Standard (AS) 23
on Accounting for Investment in Subsidiaries, the Audited Consolidated
Financial Statements are provided in the Annual Report.
However subsequently as on 5th April, 2010 the Geo Thermal Water
Limited became subsidiary of the Company.
A statement pursuant to section 212 of the Companies Act, 1956 in
respect of these subsidiaries is annexed as part ofithis report.
Auditors:
M/s G.C. Patel & Co., Chartered Accountants, Statutory Auditors of the
Company, retire at the conclusion ofithis Annual General Meeting and
have expressed their willingness to be reappointed. Their
reappointment, if made, would be within the limits specif ed under
section 224 (1B) of the Companies Act, 1956. Members are requested to
reappoint them and f x their remuneration.
Directors Responsibility Statement:
Pursuant to Section 217(2A) of the Companies Act, 1956, the Directors,
based on the representation received from the Operating Management,
confirm:
i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
ii) That 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 af airs of the Company at he end of the financial year ended on 31st
March, 2010 and of the profit of the year;
iii) That the Directors have taken proper and suf cient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) That the Directors have prepared the annual accounts on a going
concern basis.
Acknowledgements:
The Directors sincerely appreciate the high degree of professionalism,
commitment and dedication of the employees at all levels.
For and on behalf of the Board
Sd/- Sd/-
Place: Mumbai Vikram Doshi Nitin Datanwala
Date: 29/05/2010 Managing Director Director
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Vaarad Ventures Ltd. குறித்த கூடுதல் தகவல்களை
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Vaarad Ventures Ltd. நிறுவன தகவல்கள்
- நிறுவன சுயவிவரம்
- நிறுவன வரலாறு
- நிர்வாக குழு
- மூலதன வடிவம்
- வங்கியாளர்/தணிக்கையாளர்/பதிவாளர்
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நிறுவன வரலாறு
- மும்பை பங்குச் சந்தையில் விலை வரலாறு
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Vaarad Ventures Ltd. முக்கிய நிதியில் விகிதங்கள்
- விகிதங்கள்
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Vaarad Ventures Ltd. முடிவுகள்
- காலாண்டு முடிவுகள்
- அரையாண்டு முடிவுகள்
- 9 மாத முடிவுகள்
- வருடாந்திர முடிவுகள்
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Vaarad Ventures Ltd. நிதியியல் தகவல்கள்
- தணிக்கை முடிவுகள்
- பணப்பாய்வு
- இருப்பு நிலைக்குறிப்பு
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Vaarad Ventures Ltd. அறிக்கை
- கணக்கியல் கோட்பாடுகள்
- தணிக்கையாளர்கள் அறிக்கை
- இயக்குநர்கள் அறிக்கை
- கணக்கு குறிப்புகள்
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Vaarad Ventures Ltd. கார்ப்பரேட் அறிவிப்புகள்
- புத்தக முடிவு
- ஈவுத்தொகை
- நிர்வாகக் குழுக் கூட்டங்கள்
- பெயர் மாற்றம்
