TO THE MEMBERS OF VAARAD VENTURES LIMITED
The Directors hereby present their 27th Annual Report on theperformance of the Company together with the audited financial statements for theFinancial Year (FY) ended March 31 2021.
1. FINANCIAL RESULTS
(Rs. in Lakhs)
|Financial Results and Appropriations ||Standalone ||Consolidated |
| ||Year ended 31/03/2021 ||Year ended 31/03/2020 ||Year ended 31/03/2021 ||Year ended 31/03/2020 |
|Revenue from Operations ||0.00 ||0.00 ||0.00 ||0.00 |
|Other Income ||1.50 ||23.16 ||1.69 ||40.04 |
|Total Revenue ||1.50 ||23.16 ||1.69 ||40.04 |
|Profit Before Tax (PBT) ||(19.89) ||(15.00) ||(29.10) ||(12.43) |
|Less : Tax expenses ||0.00 ||0.00 ||0.00 ||0.00 |
|Net Profit after Tax (PAT) ||(19.89) ||(15.00) ||(29.10) ||(12.43) |
|Other Comprehensive income (net of tax) ||0.00 ||0.00 ||0.00 ||0.00 |
|Total comprehensive income for the year ||(19.89) ||(15.00) ||(29.10) ||(12.43) |
|Balance brought forward from Previous Year ||130.15 ||141.30 ||(502.33) ||(493.75) |
|Profit/(Loss) for the year ||(19.89) ||(15.00) ||(29.10) ||(12.43) |
|Other Reversal || || ||(4.50) || |
|Transfer to retained earnings || ||3.85 || ||3.85 |
|Balance carried to Balance Sheet (including any other reversal) ||110.27 ||130.15 ||(535.93) ||(502.33) |
2. NATURE OF BUSINESS
The Company is a Non-Banking Financial Company (NBFC) registered withthe Reserve Bank of India (RBI) and is engaged in investment activities. There was nochange 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 thefinancial position of the Company between the end of the financial year and date of thisreport.
4. FINANCIAL PERFORMANCE Standalone
During the year under review the Company recorded total revenue of Rs.1.50 lakh as compared to Rs. 23.16 lakh for the previous year and Profit/ Loss before Taxstood at Rs. -19.89 lakh for the year under review as compared to Rs. -15.00 lakh for theprevious year.
During the year under review the Company recorded consolidated totalrevenue of Rs. 1.69 lakh as compared to Rs. 40.04 lakh for the previous year and Lossbefore Tax stood at Rs. 29.10 lakh for the year under review as compared to Loss of Rs.12.43 lakh for the previous year.
Considering the loss incurred in the current financial year yourDirectors have not recommended any dividend for the financial year under review.
6. TRANSFER TO RESERVES
During the year under the review the Company has transferred Rs. NIL tothe Reserves.
7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the Management Discussion and Analysis report is set out in this Annual Report.
8. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
As on March 31 2021 the Company has three subsidiary companies namelyVaruna Drinking Water Solutions Limited Atco Limited and Edesk Services Limited threestep-down subsidiaries namely Geo Thermal Water Limited Innovamedia Publications Limitedand Atcomaart 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 required under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a consolidated financial statement of the Company and itssubsidiaries is attached. The consolidated financial statements have been prepared inaccordance with the relevant accounting standards as prescribed under Section 129 (3) ofthe Act. These financial statements disclose the assets liabilities income expenses andother details of the Company and its subsidiaries.
Pursuant to the provisions of Section 129 134 and 136 of the CompaniesAct 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 consolidatedfinancial statements of the company and its subsidiaries and a separate statementcontaining the salient features of financial statement of subsidiaries joint ventures andassociates 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 theCompany and work performed by the internal statutory and secretarial auditors includingaudit of internal financial controls over financial reporting by the statutory auditorsand the reviews performed by the management and the relevant Board Committees includingthe Audit Committee the Board is of the opinion that the Company's internal financialcontrols were adequate and effective during FY 202021.
Accordingly pursuant to Section 134 (5) of the Act the Board ofDirectors to the best of their knowledge and ability confirm that:
a) In preparation of Annual Accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures; if any;
b) they have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for that period;
c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively; and
f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
10. SECRETARIAL STANDARDS
The Directors have devised proper systems and processes for complyingwith the requirements of applicable Secretarial Standards issued by the Institute ofCompany Secretaries of India and that such systems were adequate and operatingeffectively.
11. CORPORATE GOVERNANCE
The Company recognises the importance of good Corporate Governancewhich is the tool for building strong and beneficial relationships with customerssuppliers bankers and investors. Corporate Governance is strongly driven by our valuessuch as quality commitment customer orientation & integrity.
Our Corporate Governance Report for the year 2020-21 forms an integralpart of this Annual Report together with the Certificate from the auditors of the Companyregarding compliance with the requirements of Corporate Governance as stipulated inSecurities 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 provencompetence and integrity. Besides having financial literacy experience leadershipqualities and the ability to think strategically the Directors have a significant degreeof commitment to the Company and devote adequate time for the meetings preparation andattendance.
Mr. Sumair Vidha was appointed as an Independent Director of theCompany w.e.f. August 25 2020.
Mr. Harsh Doshi retires by rotation and being eligible has offeredhimself for re-appointment.
Mr. Mitesh Chheda was re-appointed as Non-executive Director of theCompany w.e.f. August 27
Mr. Narendra Kumar Joshi Company Secretary and Compliance Officer ofthe company resigned w.e.f. March 31 2021.
In terms of Section 149 of the Act Mr. Nitin Datanwala Mr. PiyushVora and Mr. Sumair Vidha are the Independent Directors of the Company as on March 312021. The Company has received declarations from the Independent Directors confirming thatthey meet the criteria of independence as prescribed under Section 149 (6) of the Act andRegulation 16(1)(b) of the Listing Regulations and are independent from the management.
Details of Familiarisation Programme for the Independent Directors areprovided separately in the Corporate Governance Report.
Key Managerial Personnel
The following persons have been designated as Key Managerial Personnelof the Company pursuant to Section 2(51) and Section 203 of the Act read with the Rulesframed thereunder.
Mrs. Leena Doshi - Managing Director w.e.f. March 12 2019
Ms. Tanvi Doshi - Chief Financial Officer w.e.f. March 12 2019
Policy on Directors' Appointment and Remuneration
The current policy is to have an appropriate mix of executive andindependent directors to maintain the independence of the Board and separate its functionsof governance and management. The Board consists of six members three of whom areindependent directors. The Company's policy on directors' appointment and remuneration andother matters provided in Section 178(3) of the Act has been disclosed in the corporategovernance report.
The Board has carried out the annual evaluation of its own performanceand that of its Committees and individual Directors for the year pursuant to theprovisions of the Act and the corporate governance requirements prescribed under theListing Regulations.
The performance of the Board and individual Directors was evaluated bythe Board after seeking inputs from all the Directors. The criteria for performanceevaluation of the Board was based on the Guidance Notice issued by SEBI on BoardEvaluation which included aspects such as Board composition and structure effectivenessof Board processes contribution in the long-term strategic planning etc. The performanceof the Committees was evaluated by the Board after seeking inputs from the Committeemembers. The criteria for performance evaluation of the Committees was based on theGuidance Note issued by SEBI on Board Evaluation which included aspects such as structureand composition of committees effectiveness of committee meetings etc.
In a separate meeting the Independent Directors evaluated theperformance of Non-Independent Directors and performance of the Board as a whole. Theyalso evaluated the performance of the Chairperson of the Board Meetings. The Nominationand Remuneration Committee (NRC) reviewed the performance of the Board its Committees andof the Directors. The same was discussed in the Board Meeting that followed the meeting ofthe Independent Directors and NRC at which the feedback received from the Directors onthe performance of the Board and its Committees was also discussed.
13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
Information relating to conservation of energy technology absorptionand foreign exchange earnings and outgo as required under Section 134(3)(m) of theCompanies Act 2013 read together with Rule 8(3) of the Companies (Accounts) Rules 2014forms part of this Report as Annexure II.
14. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act 2013 read with Rule 12of Companies (Management and Administration) Rules 2014 the Extract of the Annual Returnas at March 31 2021 in Form MGT-9 can be accessed on the website of the Company athttps://www.vaaradventures.com/annual-report.
15. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
The information required pursuant to Section 197 of the Companies Act2013 read with rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended is not annexed hereto as none of the employees havedrawn remuneration exceeding Rs. 500000/- p.m. or Rs. 6000000/- p.a.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Non material related party transactions were entered into with theprior approval of the audit committee during the financial year. There are no materiallysignificant related party transactions made by the company with Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict with interest ofthe company at large. Accordingly the disclosure of related party transaction as requireunder Section 134(3)(h) of the Companies Act 2013 in form AOC-2 is not applicable.
17. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
This section is no longer applicable to the company.
18. AUDITORS Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and the rulesframed thereunder M/s. Gada Chheda & Co. LLP Chartered Accountants (FirmRegistration No. W100059) were appointed as statutory auditors of the Company from theconclusion of the 25th Annual General Meeting (AGM) of the Company held on 30thSeptember 2019 till the conclusion of the 30th AGM to be held in the year 2024.The Audit Report does not contain any qualification reservation adverse remark ordisclaimer.
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 ofthe Company. The Secretarial Audit Report for the financial year ended on March 312021 isannexed herewith as Annexure III to this report. Secretarial Audit Reporthave certain observations for the year ended on March 31 2021 is as under:
Management's Explanation to the Secretarial Auditor's Observations:
a. Maintenance of a Structured Digital Database as required underregulation 3(5) of SEBI (PIT) Regulations 2015
The Company has maintained the database internally in Excel format withadequate internal controls and checks such as time stamping and audit trails to ensurenon-tampering of the database.
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 82019 unlisted material subsidiaries of a listed entity are required to be subjected toSecretarial Audit. With this in view Sanil Dhayalkar & Co. Practicing CompanySecretaries have been appointed as Secretarial Auditors of Atco Limited and EdeskServices Limited and in compliance with the same the Secretarial Audit Reports of AtcoLimited and Edesk Services Limited for the financial year ended on March 31 2021 are alsomade available at the website of the company.
The Secretarial Audit Report for the financial year ended on March312021 is annexed herewith as Annexure III to this report. The SecretarialAudit Reports for both the subsidiaries have an observation for the year ended on March31 2021 is as under:
a. e-Form MGT-14 filed with additional fees
The Company missed the filing deadline on account of staff shortage andmovement restrictions on existing staff caused due to COVID-19.
Annual Secretarial Compliance Report
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 8 2019read with Regulation 24(A) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 directed listed entities toconduct Annual Secretarial compliance audit from a Practicing Company Secretary of allapplicable SEBI Regulations and circulars/guidelines issued thereunder.
The said Secretarial Compliance report is in addition to theSecretarial Audit Report by Practicing Company Secretaries is required to be submitted toStock 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 ofthe Company for providing this certification.
During the year there is no amount on account of principal or intereston public deposits was outstanding as on the date of the Balance Sheet. Hence there are noparticulars to report about the deposit falling under Rule 8 (5)(v) and (vi) of Companies(Accounts) Rules 2014.
20. SIGNIFICANT & MATERIAL ORDERS
No significant and material orders were passed by the regulators or thecourts or tribunals impacting the going concern status of the Company and its operationsin future.
21. OTHER DISCLOSURES
Meetings of the Board of Directors
Seven meetings of Board of Directors were held during the year.Particulars of meetings held and attended by each Director are detailed in the CorporateGovernance Report which forms part of this Report.
The Audit Committee comprises of Mr. Nitin Datanwala IndependentDirector (Chairman) Mr. Piyush Vora Independent Director and Mrs. Leena Doshi ExecutiveDirector. During the year all the recommendations made by the Audit Committee wereaccepted by the Board. In conformity with the requirements of Regulation 18 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 read with Section 177of the Companies Act 2013 as applicable the strength of the Board as also of the AuditCommittee is adequate.
Corporate Social Responsibility (CSR)
Provisions of the Section 135 of the Companies Act 2013 and the Rulesframed thereunder are not applicable to the Company. Hence CSR report is not required tobe annexed.
Particulars of Loan given Investments made Guarantee given andSecurity Provided
Particulars of loan given investments made guarantees given andsecurities provided covered under the provisions of Section 186 of the Companies Act 2013are provided in the notes to the Financial Statements.
Risk Management Policy
The Board of Directors of the Company has put in place a RiskManagement Policy which aims at enhancing shareholders' value and providing an optimumrisk-reward trade off. The risk management approach is based on a clear understanding ofthe variety of risks that the organisation faces disciplined risk monitoring andmeasurement and continuous risk assessment and mitigation measures.
Training of Independent Directors
The provision of an appropriate induction program for new Directors andongoing training for existing Directors is a major contributor in the maintenance of highcorporate governance standards of your Company. The Independent Directors fromtime-to-time 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 themarkets and regulatory environment in which it operates;
b. fully equip Directors to perform their role on the Boardeffectively; and
c. develop understanding of Company's people and its key stakeholderrelationships.
Internal Control System and Their Adequacy
As part of the effort to evaluate the effectiveness of the internalcontrol system your Company's internal auditor reviews all the control measures on aperiodic basis and recommends improvements wherever appropriate. The Audit Committeeregularly reviews the audit findings and based on discussions with the internal andstatutory auditors recommends a number of control measures both in operational andaccounting related areas apart from security related measures which are then implementedby the company.
Vigil Mechanism & Whistle Blower Policy
The Company has a Vigil Mechanism & Whistle-blower Policy underwhich the employees are free to report violations of applicable laws and regulations andthe Code of Conduct. The reportable matters may be reported to the Audit Committee asprotected disclosures through an e-mail or through dedicated telephone line or a writtenletter. Employees may also report directly to the Chairman of the Audit Committee. Thesaid Policy is available on the website of the Company athttps://www.vaaradventures.com/annual-report.
Policy on Related Party Transactions
The Board of the Company has adopted the Policy and procedure withregard to Related Party Transactions. The policy envisages the procedure governing themateriality of Related Party Transactions and dealing with Related Party transactionsrequired to be followed by Company to ensure compliance with the Law and Regulation. Thesaid Policy is available on the website of the Company athttps://www.vaaradventures.com/annual-report.
Prevention of Sexual Harassment of Women at Workplace
There were no incidents of sexual harassment reported during the yearunder review in terms of the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules made thereunder.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in the Company'sshares and prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed. The Boardis responsible for implementation of the Code.
The Directors of the Company state that no disclosure or reporting isrequired in respect of the following items as there were no transactions pertaining tothese 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 dividendvoting or otherwise.
iii. Issue of shares (including sweat equity shares) to employees ofthe Company under any scheme.
iv. The Company does not have any scheme of provision of money for thepurchase 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 theCompany receives any remuneration or commissions from any of its subsidiaries.
vi. No fraud has been reported by the Auditors to the Audit Committeeor the Board.
Your Directors wish to place on record their appreciation for thecontinued support and cooperation received from Government Authorities FinancialInstitutions Banks and esteemed shareholders of the company. Your Directors alsoacknowledge the support extended by the Company's employees for their dedicated service.
| ||For an on behalf of the Board of Directors |
|Date : 30th June 2021 ||Leena Doshi |
|Place : Mumbai ||Chairperson and Managing Director |