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Ventura Guaranty Ltd.

BSE: 512060 Sector: Financials
NSE: N.A. ISIN Code: INE139J01019
BSE 05:30 | 01 Jan Ventura Guaranty Ltd
NSE 05:30 | 01 Jan Ventura Guaranty Ltd

Ventura Guaranty Ltd. (VENTURAGUARANTY) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the Thirty Seventh Annual Report of VENTURAGUARANTY LIMITED along with the Audited Statements of Accounts and the Auditors' Report ofthe Company for the year ended March 312021.

financial results

Summary of Standalone Financial Results for the year is as under: -

(' in Lakh)

particulars Year ended March 31 2021 Year ended March 31 2020
Total Income 113.80 108.04
Total Expenditure 29.46 23.45
Profit before Tax 84.34 84.59
Less: Provision for Income Tax - -
Less: Deferred Tax (1.41) (0.35)
Profit after Tax 85.75 84.94

DIVIDEND & TRANSFER TO RESERVE

The Directors recommend payment of final dividend for the year ended March 312021 at '4.5/- per fully paid up equity share subject to the approval of Shareholders at theensuing Annual General Meeting of the Company.

During the year under review the Company has transferred ' 17.20 Lakhs to the GeneralReserve of the Company.

business review

During the year under review the Company's Total Income increased to ' 113.80 Lakhsfrom ' 108.04 Lakhs recorded in the previous year. The Profit after Tax was recorded at '85.75 Lakhs against a Profit after Tax of ' 84.94 Lakhs in the previous year.

subsidiary companies

The Company has two (2) subsidiaries and two (2) step down subsidiaries as on March312021.

Ventura Commodities Limited (Step down subsidiary through Ventura Securities Limited)has surrendered membership in MCX (Multi Commodity Exchange) and NCDEX (NationalCommodities and Derivatives Exchange) and is evaluating new avenues of business.

The Company has prepared a Consolidated Financial Statement of all its subsidiarycompanies.

Pursuant to provisions of Section 129 (3) of the Act a statement containing salientfeatures of the Financial Statements of the Company's subsidiaries in Form AOC-1 formspart of this report.

Pursuant to the provisions of Section 136 of the Act the Financial Statements of theCompany including Consolidated Financial Statements along with relevant documents andseparate audited accounts in respect of subsidiaries are available on the website of theCompany.

financial results

The Audited Standalone and Consolidated Financial Statements of the Company areattached herewith and form part of this Annual Report. These have been prepared inaccordance with the provisions of the Companies Act 2013; the Accounting Standard 21(AS-21) on Consolidated Financial Statements read with Accounting Standard 23 (AS-23) onAccounting for Investments in Associates in Consolidated Financial Statements based onAudited Financial Results for the year ended March 312021.

board of directors and key managerial personnel

The Company has Eight (8) Directors comprising of One (1) Whole Time Director Three(3) Independent Directors and Four (4) Non-executive Directors including Two (2) WomenDirectors.

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Sajid Malik and Mrs. Sandra Shroff Directors of the Company retire byrotation at the ensuing Annual General Meeting and being eligible have offered themselvesfor re-appointment. A brief profile of Mr. Sajid Malik and Mrs. Sandra Shroff is providedas an Annexure to the Notice which forms part of this Annual Report.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under subsection (6)of Section 149 of the Companies Act 2013.

The Company and Independent Directors shall abide by the provisions specified inSchedule IV.

AUDITORS

The Statutory Auditors of the Company 'CNK & Associates LLP CharteredAccountants' (ICAI Registration No. 101961W/ W-100036) had been appointed at the ThirtySixth Annual General Meeting for a term of five consecutive years i.e. up to theconclusion of Forty First Annual General Meeting subject to ratification by members atevery Annual General Meeting under the provisions of the Companies Act 2013.

The Board of Directors recommends their ratification by the Members in the ensuingAnnual General Meeting.

comments in auditors' report

There are no qualifications reservations or adverse remarks or disclaimers made by theStatutory Auditors in their report.

extract of annual return

As provided under Section 92 (3) of the Act Shareholders may access the extract ofAnnual Return in the prescribed Form MGT-9 at the following web link:https://venturaguaranty.com/ AII%20PDF/CorGovt/Ventura_Guaranty_AR_MGT_9.pdf

corporate social responsibility (CSR)

Your Company does not fall within the criteria prescribed under Section 135 of theCompanies Act 2013. Hence the Company is not required to constitute CSR Committee and tocomply with other provisions of Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014.

meetings of the board

The Board meets at regular intervals to discuss and decide on Company/ Business policyand strategies apart from other business matters. The Board/ Committee Meetings areprescheduled and a tentative annual calendar of the Board and Committee Meetings iscirculated to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings.

Six (6) Meetings of the Board of Directors were held during the year.

committees of the board

In accordance with the Companies Act 2013 and Listing Regulations there are currentlythree Committees of the Board viz.:

1. Audit Committee

Audit Committee comprises of three Independent Directors namely Mr. Ganesh Acharya -Chairman Mr. Ashish Nanda - Member and Mr. Sridhar Vaidyanathan - Member of theCommittee.

2. Nomination Remuneration Committee

The Nomination Remuneration Committee comprises three non-executive directors viz.Mr. Ganesh Acharya Mr. Sridhar Vaidyanathan and Mr. Hemant Majethia out of whom Mr.Ganesh Acharya and Mr. Sridhar Vaidyanathan are independent directors. The NominationRemuneration Committee is chaired by Mr. Sridhar Vaidyanathan.

3. Stakeholders' Relationship Committee

Pursuant to Circular No. SEBI/LAD-NRO/GN/2015- 16/013 dated September 02 2015 issuedby Securities & Exchange Board of India Regulation 20 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is not applicable to Company.Also as per provisions of the Section 178 of the Companies Act 2013 only companieshaving members more than 1000 are required to form Stakeholders' Relationship Committee.However as a good corporate governance practice and for benefits of shareholders theCompany continues to have Stakeholders Relationship Committee in force.

disclosure under the sexual harassment of women at workplace (prevention prohibition

AND REDRESSAL) ACT 2013

During the year under review there were no cases filed under the aforesaid Act.

annual evaluation of board committees and directors

The evaluation framework for assessing the performance of Board as a whole BoardCommittees and Directors comprises the following key areas:

a. Attendance of Board Meetings and Board Committee Meetings;

b. Quality of contribution to Board deliberations;

c. Strategic perspectives or inputs regarding future growth of the Company and itsperformance;

d. Providing perspectives and feedback going beyond information provided by themanagement;

e. Commitment to shareholder and other stakeholder interests.

The evaluation includes Self-evaluation by the Board Member and subsequently assessmentby the Board of Directors. A Member of the Board does not participate in the discussion ofhis/ her evaluation.

corporate governance

As per Circular dated September 02 2015 (effective from December 012015) issued bySecurities & Exchange Board of India your Company falls in the exempted category.Therefore provisions related to Regulation 15 (2) 17 18 19 20 21 22 23 24 2526 27 and clauses (b) to (i) of Sub regulation 46 and Para C D E of Schedule V of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are notapplicable to the Company.

vigil mechanism/ whistle blower policy

The Company maintains highest standards of ethical moral and legal environment.Subsequently the Board of Directors has formulated a Whistle Blower Policy to reportgenuine concerns or grievances. Protected disclosures can be made by a whistle blowerthrough an e-mail telephone line or a letter to the Chairman of the Audit Committee orany member of the Audit Committee. The Policy on vigil mechanism /whistle blower policymay be accessed on the Company's website.

particulars of employee remuneration

The Company has no employee who falls under the criteria specified under Section 197(12) of the Companies Act 2013 read with Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

Also the Company does not pay any remuneration to its Directors.

material changes and commitments occurred between the end of the financial year and thedate of the report

There were no material events that occurred between the end of Financial Year i.e.March 31 2021 and date of this report which may have any effect on the financial positionof the Company.

risk management & internal financial control systems

The Company has in place sufficient processes systems and structure which enables itto implement internal financial control with reference to Financial Statements and ensurethat the same are adequate.

The Company has a Risk Management Plan in place to assess and minimize risks arisingout of the Company's operations and interactions. The Company's approach to mitigatebusiness risks is through periodic review and reporting mechanism to the Audit Committeeand the Board and thereby maximizing returns and minimizing risks.

secretarial auditor

The Board has appointed Mr. Roy Jacob Practicing Company Secretary to conductSecretarial Audit for the Financial Year 2020-21. The Secretarial Audit Report in FormMR-3 and Certificate under Clause 34(3) and 53(7) of SEBI LODR for the Financial Yearended March 31 2021 is annexed as Annexure "B" forming part of this Report.

directors' responsibility statement

Pursuant to Section 134 (5) of the Companies Act 2013 the Board of Directors of theCompany confirms and reports:

a) i n the preparation of the annual accounts for the year ended March 31 2021 theapplicable accounting standards read with requirements set out under Schedule

III to the Act have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312021 and of the profit ofthe Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

particulars of loans guarantees or investments under section 186

Particulars of Loans given guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 are provided in the notes to Financial Statements.

particulars of contracts or arrangements with related parties referred to in section188

(1) All Related Party Transactions entered during the period under review were inordinary course of business and on an arm's length basis. No materially significanttransactions were entered into by the Company which may have a potential conflict with theinterest of the Company at large.

Prior approval of the Audit Committee is obtained for all foreseeable related partytransactions on a quarterly basis. Details of all related party transactions entered onthe basis of the aforementioned approval are placed before the Audit Committee onquarterly basis for their review.

A Statement containing the details of material contracts or arrangements ortransactions with Related Parties on an arm's length basis with respect to transactions asrequired under Section 188 (1) of the Act in the prescribed Form No. AOC-2 is attached asAnnexure "C"

conservation of energy technology absorption and foreign exchange earnings and outgo

A: Conservation oF energy

I. Steps taken or impact on conservation of energy; The operations of the Company arelimited to loan and Investment business and not energy Intensive. However adequatemeasures have been Initiated for conservation of energy.

II. Steps taken for utilization of alternate sources of energy; Company's operationsare not energy consumptive by nature. However the Company may explore alternative sourcesof energy as and when It requires.

III. Capital Investment on energy conservation equipment;

nil

B: TecHnoIogy AbsoRpTioN

a) Efforts made towards Technology Absorption; Company has adopted technology as perIts business requirement.

b) Benefits derived like product Improvement cost reduction product development orImport substitution; Since Company operates In loans and Investment segment this Is notapplicable to the Company.

c) Imported Technology; Not Applicable

d) Expenditure Incurred on Research and Development; The Company has not carried outany Research and Development activities relating to conservation of energy.

C: Foreign Exchange Earnings ANd Outgo

There was no foreign exchange earnings and outgo during the Financial Year underconsideration.

general

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

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (Including sweat equity shares) to employees of the Company underany scheme.

4. No significant or material orders were passed by the Regulators or Courts orTribunals which Impact the going concern status and Company's operations In future.

acknowledgement

Your Directors take this opportunity to express their deep gratitude and sincereappreciation for the timely cooperation guidance received from Bankers Stock Exchangeand Government Authorities during the period under review. Further your Directors wouldalso like to thank all the shareholders of the Company for placing their faith andconfidence In the Company. They place on record their appreciation of the contributionmade by employees at all levels.

on behalf of the board of directors
Sd/- Sd/-
hemant majethia sajid malik
whole time director director
(DIN; 00400473) (DIN; 00400366)
Place; Thane
Date; June 23 2021

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