TO THE MEMBERS OF VAARAD VENTURES LIMITED
The Directors hereby present their 25thAnnual Report on the performance ofthe Company together with the audited financial statements for the Financial Year (FY)ended March 31 2019.
1. FINANCIAL RESULTS
(Rs. in Lakhs)
|Financial Results and Appropriations || |
| ||Year ended 31/03/2019 ||Year ended 31/03/2018 ||Year ended 31/03/2019 ||Year ended 31/03/2018 |
|Revenue from Operations ||0.00 ||0.00 ||0.00 ||0.00 |
|Other Income ||68.02 ||47.85 ||68.74 ||54.07 |
|Total Revenue ||68.02 ||47.85 ||68.74 ||57.07 |
|Profit Before Tax (PBT) ||4.30 ||6.98 ||(7.52) ||(5.66) |
|Less : Tax expenses ||(0.77) ||1.29 ||(0.77) ||1.29 |
|Net Profit after Tax (PAT) ||3.52 ||5.69 ||(8.03) ||(6.96) |
|Other Comprehensive income (net of tax) ||0.00 ||0.00 ||0.00 ||0.00 |
|Total comprehensive income for the year ||3.52 ||5.69 ||(8.03) ||(6.96) |
|Balance brought forward from Previous Year ||137.77 ||132.08 ||(493.54) ||(486.58) |
|Profit/(Loss) for the year ||3.52 ||5.69 ||(8.03) ||(6.96) |
|Balance carried to Balance Sheet ||141.30 ||137.77 ||(501.85) ||(493.54) |
2. NATURE OF BUSINESS
The Company is a Non-Banking Financial Company (NBFC) registered with the Reserve Bankof India (RBI) and is engaged in investment activities. There was no change in nature ofthe 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 ofthe 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. 68.02 lakh ascompared to Rs. 47.85 lakh for the previous year and Profit before Tax stood at Rs. 3.52lakh for the year under review as compared to Rs. 5.69 lakh for the previous year.
During the year under review the Company recorded consolidated total revenue of Rs.68.74 lakh as compared to Rs. 54.07 lakh for the previous year and Loss before Tax stoodat Rs. 8.03 lakh for the year under review as compared to Loss of Rs. 6.96 lakh for theprevious year.
Keeping in view the need to conserve resources of the Company the Directors have notrecommended any dividend for the year under review.
6. TRANSFER TO RESERVES
During the year under the review the Company has transferred of Rs.3.52 lakh to theReserves and Surplus.
7. MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the ManagementDiscussion and Analysis report is set out in this Annual Report.
8. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
As on March 31 2019 the Company has three subsidiary companies namely Varuna DrinkingWater Solutions Limited Atco Limited and Edesk Services Limited three step-downsubsidiaries namely Geo Thermal Water Limited Innovamedia Publications Limited andAtcomaart Services Limited and one associate company namely Kimaya Shoppe Limited. Astatement containing brief financial details of the subsidiaries and associates isincluded in the Annual Report. As on 29th March 2019 the company entered intoan agreement to sell its subsidiary Mentor Capitalist Chambers Pvt Ltd. The financials ofMentor Capitalist Chambers Pvt Ltd are also included in the consolidated results for theyear ended 31st March 2019 because the transaction though initiated was notcompleted until then.
As required under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a consolidated financial statement of the Company and its subsidiariesis attached. The consolidated financial statements have been prepared in accordance withthe relevant accounting standards as prescribed under Section 129 (3) of the Act. Thesefinancial statements disclose the assets liabilities income expenses and other detailsof the Company and its subsidiaries.
Pursuant to the provisions of Section 129 134 and 136 of the Companies Act 2013 readwith rules framed thereunder and pursuant to Clause 33 (3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 your Company had preparedconsolidated financial statements of the company and its subsidiaries and a separatestatement containing the salient features of financial statement of subsidiaries jointventures and associates in Form AOC-1 forms part of the Directors' Report as Annexure-1.
9. DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls maintained by the Company andwork performed by the internal statutory and secretarial auditors including audit ofinternal financial controls over financial reporting by the statutory auditors and thereviews performed by the management and the relevant Board Committees including the AuditCommittee the Board is of the opinion that the Company's internal financial controls wereadequate and effective during FY 2018-19.
Accordingly pursuant to Section 134 (5) of the Act the Board of Directors to thebest of their knowledge and ability confirm that:
a) In preparation of Annual Accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;
b) they have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit or loss of the Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
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 andthat such internal financial controls are adequate and are operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
10. SECRETARIAL STANDARDS
The Directors have devised proper systems and processes for complying with therequirements of applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems were adequate and operating effectively.
11. CORPORATE GOVERNANCE
The Company recognises the importance of good Corporate Governance which is the toolfor building strong and beneficial relationships with customers suppliers bankers andinvestors. Corporate Governance is strongly driven by our values such as qualitycommitment customer orientation & integrity.
Our Corporate Governance Report for the year 2018-19 forms an integral part of thisAnnual Report together with the Certificate from the auditors of the Company regardingcompliance with the requirements of Corporate Governance as stipulated in Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The members of the Board of Directors of the Company are of proven competence andintegrity. Besides having financial literacy experience leadership qualities and theability to think strategically the Directors have a significant degree of commitment tothe Company and devote adequate time for the meetings preparation and attendance.
Mr. Harsh Doshi was appointed as an Additional Director of the Company w.e.f. March 162019.
Mrs. Leena V Doshi was appointed as Managing Director of the Company w.e.f March 122019.
Mr. Vikram Doshi resigned from the Board of Directors w.e.f. March 16 2019. The Boardplaces on record its appreciation for the valuable services rendered by Mr. Vikram Doshi.
In terms of Section 149 of the Act Mr. Nitin Datanwala and Mr. Piyush Vora are theIndependent Directors of the Company as on March 31 2019. The Company has receiveddeclarations from the Independent Directors confirming that they meet the criteria ofindependence as prescribed under Section 149 (6) of the Act and Regulation 16(1)(b) of theListing Regulations and are independent from the management.
Details of Familiarisation Programme for the Independent Directors are providedseparately in the Corporate Governance Report.
Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with the Rules framedthereunder.
|Mrs. Leena Doshi ||Managing Director w.e.f. March 12 2019 |
|Ms. Tanvi Doshi ||Chief Financial Officer w.e.f. March 12 2019 |
|Mr. Rustom Deboo ||Company Secretary w.e.f. March 16 2019 |
Policy on Directors' Appointment and Remuneration
The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. The Board consists of four members two of whom are independent directors. TheCompany'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.
The Board has carried out the annual evaluation of its own performance and that of itsCommittees and individual Directors for the year pursuant to the provisions of the Act andthe corporate governance requirements prescribed under the Listing Regulations.
The performance of the Board and individual Directors was evaluated by the Board afterseeking inputs from all the Directors. The criteria for performance evaluation of theBoard was based on the Guidance Notice issued by SEBI on Board Evaluation which includedaspects such as Board composition and structure effectiveness of Board processescontribution in the long-term strategic planning etc. The performance of the Committeeswas evaluated by the Board after seeking inputs from the Committee members. The criteriafor performance evaluation of the Committees was based on the Guidance Note issued by SEBIon Board Evaluation which included aspects such as structure and composition ofcommittees effectiveness of committee meetings etc.
In a separate meeting the Independent Directors evaluated the performance ofNon-Independent Directors and performance of the Board as a whole. They also evaluated theperformance of the Chairperson of the Board Meetings. The Nomination and RemunerationCommittee (NRC) reviewed the performance of the Board its Committees and of theDirectors. The same was discussed in the Board Meeting that followed the meeting of theIndependent Directors and NRC at which the feedback received from the Directors on theperformance of the Board and its Committees was also discussed.
13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
Information relating to conservation of energy technology absorption and foreignexchange earning and outgo as required under Section 134(3)(m) of the Companies Act 2013read together with Rule 8(3) of the Companies (Accounts) Rules 2014 forms part of thisReport as Annexure II.
14. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act 2013 read with Rule 12 of Companies(Management and Administration) Rules 2014 the Extract of the Annual Return as at March31 2019 in Form MGT-9 can be accessed on the website of the Company can be seen 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 withread 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 drawnremuneration exceeding Rs. 500000/- p.m. or Rs. 6000000/- p.a.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
No material related party transactions were entered into during the financial year.There were no materially significant related party transactions made by the Company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the Company at large. Accordingly the disclosure of relatedparty transactions as require under Section 134(3)(h) of the Companies Act 2013 in FormAOC-2 is not applicable to the Company.
17. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
The Company transferred an amount of Rs. 8271 to the Investor Education and ProtectionFund during the year 2018-19 pertaining to the unpaid or unclaimed dividend declared forthe year 2010-11.
18. AUDITORS Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s. K.M. Tapuriah & Co. Chartered Accountants (Firm Registration No.314043E) wereappointed as statutory auditors of the Company from the conclusion of the 20thAnnual General Meeting (AGM) of the Company held on 29thSeptember 2014 till theconclusion of the 25th AGM to be held in the year 2019 subject to ratificationof their appointment at every AGM. The Audit Report does not contain any qualificationreservation adverse remark or disclaimer.
In terms of Section 204 of the Act and Rules made thereunder Kushla Rawat &Associates Practicing Company Secretaries have been appointed as Secretarial Auditors ofthe Company. The Secretarial Audit Report for the financial year ended on March 312019 isannexed herewith as Annexure III. The Secretarial Audit Report does not contain anyqualification reservation adverse remark or disclaimer.
Further in accordance with the provisions of the Circular No. CIR/CFD/CMD1/27/2019issued by the Securities and Exchange Board of India on February 8 2019 unlistedmaterial subsidiaries of a listed entity are required to be subjected to SecretarialAudit. With this in view Kushla Rawat & Associates Practicing Company Secretarieshave been appointed as Secretarial Auditors of Atco Limited and Edesk Services Limitedand in compliance with the same the Secretarial Audit Reports of Atco Limited and EdeskServices Limited for the financial year ended on March 31 2019 are also made available atthe website of the company.. The said Secretarial Audit Reports do not contain anyqualification reservation adverse remark or disclaimer.
During the year there was no amount on account of principal or interest on publicdeposits that was outstanding as on the date of the Balance Sheet. Hence there are noparticulars to report as regards the deposits falling under Rule 8 (5)(v) and (vi) ofCompanies (Accounts) Rules 2014.
20. SIGNIFICANT & MATERIAL ORDERS
No significant or material orders were passed by the regulators or the courts ortribunals impacting the going concern status of the Company and its operations in future.
21. OTHER DISCLOSURES
Change in Registered Office of the Company
The Company shifted its registered office from 6A Lalwani Industrial Estate 14 G. D.Ambekar Road Wadala Mumbai 400 031 to 2F Court Chambers 35 New Marine Lines BehindIncome Tax Office Mumbai 400020 with effect from February 1 2019.
Meetings of the Board of Directors
Nine meetings of the Board of Directors were held during the year. Particulars of themeetings held and attended by each Director are detailed in the Corporate GovernanceReport 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 theyear all the recommendations made by the Audit Committee were accepted by the Board. Inconformity with the requirements of Regulation 18 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 read with Section 177 of the Companies Act2013 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 framedthereunder are not applicable to the Company. Hence the CSR report is not required to beannexed.
Particulars of Loans given Investments made Guarantees given and Security Provided
Particulars of loan given investments made guarantees given and securities providedcovered under the provisions of Section 186 of the Companies Act 2013 are provided in thenotes to the Financial Statements.
Risk Management Policy
The Board of Directors of the Company has put in place a Risk Management Policy whichaims at enhancing shareholders' value and providing an optimum risk-reward trade off. Therisk management approach is based on a clear understanding of the variety of risks thatthe organisation faces disciplined risk monitoring and measurement and continuous riskassessment and mitigation measures.
Training Of Independent Directors
The provision of an appropriate induction programme for new Directors and ongoingtraining for existing Directors is a major contributor in the maintenance of highcorporate governance standards of your Company. The Independent Directors from time totime request management to provide detailed understanding of any specific projectactivity or process of the Company. The management provides such information and trainingeither 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 andregulatory 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 systemyour Company's internal auditor reviews all the control measures on a periodic basis andrecommends improvements wherever appropriate. The Audit Committee regularly reviews theaudit findings and based on discussions with the internal and statutory auditorsrecommends a number of control measures both in operational and accounting related areasapart from security related measures which are then implemented by the company.
Vigil Mechanism & Whistleblower Policy
The Company has a Vigil Mechanism & Whistleblower Policy under which the employeesare free to report violations of applicable laws and regulations and the Code of Conduct.The reportable matters may be reported to the Audit Committee Chairman as protecteddisclosures through an e-mail or a written letter. The said Policy is available on thewebsite of the Company at https://www.vaaradventures.com/annual-report
Policy on Related Party Transactions
The Board of the Company has adopted a Policy with regard to Related PartyTransactions. The policy envisages the procedure governing the materiality of RelatedParty Transactions and dealing with Related Party Transactions required to be followed byCompany to ensure compliance with the concerned laws and regulations. The said Policy isavailable 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 interms of the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rules made thereunder.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires preclearance for dealing in the Company's shares and prohibitsthe purchase or sale of the Company's shares by the Directors and the designated employeeswhile in possession of unpublished price sensitive information in relation to the Companyduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
The Directors of the Company state that no disclosure or reporting is required inrespect of the following items as there were no transactions pertaining to these itemsduring 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 orotherwise.
iii. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
iv. The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.
v. Neither the Managing Director nor the Whole Time Director of the Company receivesany remuneration or commissions from any of its subsidiaries.
vi. No fraud has been reported by the Auditors to the Audit Committee or the Board.
The Directors wish to place on record their appreciation for the continued support andco-operation received from Government Authorities Financial Institutions Banks andesteemed shareholders of the company. Your Directors also acknowledge the support extendedby the Company's employees for their dedicated service.
| ||For and on behalf of the Board of Directors |
|Date : May 29 2019 ||Leena Doshi |
|Place : Mumbai ||Chairperson and Managing Director |