Veronica Production Ltd.
|BSE: 531695||Sector: Media|
|NSE: N.A.||ISIN Code: INE008M01044|
|BSE 00:00 | 22 Jul||Veronica Production Ltd|
|NSE 05:30 | 01 Jan||Veronica Production Ltd|
|BSE: 531695||Sector: Media|
|NSE: N.A.||ISIN Code: INE008M01044|
|BSE 00:00 | 22 Jul||Veronica Production Ltd|
|NSE 05:30 | 01 Jan||Veronica Production Ltd|
To the Members of
Veronica Production Limited
(Formerly known as Jagran Production Limited)
The Directors are pleased to present the Annual Report and the Audited Statementof Accounts for the year ended 31st March 2016:
PERFORMANCE REVIEW & SEGMENT REPORTING:
The company has achieved better profit during the year i.e. Rs. 68.53 lacs compared toRs. 37 lacs during previous year though there was decline in the turnover. This waspossible on account of cost control better product mix & sourcing of materialsthrough competitive rates. The company is engaged in the servicing of all brands ofcomputers laptop tab hardware software etc. which as per Accounting Standard 17 isconsidered the only reportable business.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
To avoid duplication between the Directors Report and the Management Discussion andAnalysis Report for the year we present below a composite summary of performance of thevarious business & functions of the Company.
INDUSTRY & BUSINESS OVERVIEW:
The Company main activities is print media including trading into media related items.The Company is exploring various options to improve margins of the Company by havingtight control on expenses & exploring various business activities. Every year newproducts enter the market and there are many web based application for selling of variousproducts & services. They require advertisement & visibility in media to capturethe market share. Hence the Company is hopeful to generate more revenue by targeting thesenew players by offering them better services at a comparative cost. Despite variousadverse factors we firmly believe that Indian economic will grow and hence the growth ofmedia & advertisement services sector presents us with exciting opportunities likeIndia's long-term growth story remains intact notwithstanding declining growth in the pastyear or two. This presents vast opportunities for us to grow our businesses in the mediumto long term though short-term pain remains a possibility. We further believe the policyliberalization and forward-looking regulatory changes will help markets grow in size.
While positive Government policies and regulatory changes do enlarge the scope ofopportunities for media & advertisement sector companies lack of or delay in reformsor certain regulatory changes can significantly impact the performance or make an existingbusiness model unviable.
ADEQUACY OF INTERNAL CONTROL
The Company has robust internal control systems in place which are commensurate withthe size and nature of the business. The internal controls are aligned with statutoryrequirements and designed to safeguard the assets of the Company. The internal controlsystems are complemented by various Management Information System (MIS) reports coveringall areas. Increased attention is given to auto generation of MIS reports as againstmanual reports to take care of possible human errors or alteration of data. The Managementreviews and strengthens the controls periodically.
HUMAN RESOURCE DEVELOPMENT
The Company recognizes the importance of Human Resource as a key asset instrumental inits growth. The Company believes in acquisition retention and betterment of talented teamplayers. With the philosophy of inclusive growth the Company has redefined itsperformance management system. The new system focuses on progression of individualemployees together with organizational goals. Under the new system increased thrust willbe on job rotation and multi-skilling.
The company recognizes the importance of human value and ensures that properencouragement both moral and financial is extended to employees to motivate them.
The Company is into single reportable segment only
The Compliance function of the Company is responsible for independently ensuring thatoperating and business units comply with regulatory and internal guidelines. TheCompliance Department of the Company is continued to play a pivotal role in ensuringimplementation of compliance functions in accordance with the directives issued byregulators the Company's Board of Directors and the Company's Compliance Policy. TheAudit Committee of the Board reviews the performance of the Compliance Department and thestatus of compliance with regulatory/internal guidelines on a periodic basis. NewInstructions/Guidelines issued by the regulatory authorities were disseminated across theCompany to ensure that the business and functional units operate within the boundaries setby regulators and that compliance risks are suitably monitored and mitigated in course oftheir activities and processes.
Investors are cautioned that this discussion contains statements that involve risks anduncertainties. Words like anticipate believe estimate intend will expect and othersimilar expressions are intended to identify "Forward Looking Statements". Thecompany assumes no responsibility to amend modify or revise any forward lookingstatements on the basis of any subsequent developments information or events. Actualresults could differ materially from those expressed or implied.
The Board of Directors does not recommend any Dividend for the year under review
The Company does not have any subsidiary Company.
The Company has transferred Rs. 68.53 lacs to the profit & loss account.
ACCEPTANCE OF FIXED DEPOSTIS
The Company has not accepted any Fixed Deposits from general public within the purviewof Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rule 2014 during the year under review.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY
There is no transaction with Related Party which requires disclosure under Section134(3) (h) of the Companies Act 2013and Rule 8(2) of the Companies (Accounts) Rules2014. There being no material related party transactions as defined under Regulation 23 ofthe SEBI (LODR) Regulations 2015 there are no details to be disclosed in Form AOC 2 in that regard. The policy on materiality of related party transactions and also ondealing with related party transactions as approved by the Board may be accessed on theCompany website. All related party transactions which were entered into during the yearwere on arm's length basis and were in the ordinary course of business and did not attractprovisions of section 188 of the Companies Act 2013 and were also not material relatedparty transactions under Regulation 23 of the SEBI (LODR) Regulations 2015. There are nomaterials transactions entered into with related parties during the period under reviewwhich may have had any potential conflict with the interests of the Company. Pursuant toRegulation 26(5) of the SEBI (LODR) Regulations 2015 senior made periodical disclosuresto the Board relating to all material financial and commercial transactions where theyhad or were deemed to have had personal interest that might have been in potentialconflict with the interest of the Company & same was nil.
LOANS INVESTMENT AND GUARANTEES BY THE COMPANY
There is no loan given investment made guarantee given or security provided by theCompany to any entity under Section 186 of the Companies Act 2013. Particulars ofInvestment made/loan given under section 186 of the Companies Act 2013 are provided inthe financial statement.
INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observations has been received from the Auditor of the Company for inefficiency orinadequacy of such controls.
DISCLOSURES UNDER SECTION 134(3) (I) OF THE COMPANIES ACT 2013
No material changes and commitments which could affect the Company financial positionhave occurred between the end of the financial year of the Company and the date of thisreport except as disclosed elsewhere in this report.
Rajeshbhai Haribhai Ruparelia (DIN 06546212) who retires by rotation and beingeligible offers himself for re-appointment. If re-appointed his term would be inaccordance with the policy for directors of the Company.
DIRECTORS REMUNERATION POLICY
The Board on the recommendation of the Nomination and Remuneration Committee has frameda Remuneration policy providing criteria for determining qualifications positiveattributes independence of a Director and a policy on remuneration for Directors keymanagerial personnel and other employees. The detailed Remuneration policy is placed onthe Company's website.
NUMBER OF MEETING OF BOARD OF DIRECTORS
The Board of Directors have met 8 times and Independent Directors once during the yearended 31st March 2016 in accordance with the provisions of the Companies Act2013 and rules made there under. All the Directors actively participated in the meetingsand contributed valuable inputs on the matters brought before the Board of Directors fromtime to time.
DECLARATIONS BY INDEPENDENT DIRECTOR
Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013.
Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethere under the current auditors of the Company M/s. D P Agarwal & Co.Chartered Accountants Mumbai hold office up to the conclusion of the ensuing AnnualGeneral Meeting of the Company. However their appointment as Statutory Auditors of theCompany is subject to ratification by the members at every Annual General Meeting. TheCompany has received a certificate from the said Statutory Auditors that they are eligibleto hold office as the Auditors of the Company and are not disqualified for being soappointed. Necessary resolution for ratification of appointment of the said Auditor isincluded in this Notice.
Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethere under the current auditors of the Company M/s. D P Agarwal & Co.Chartered Accountants Mumbai are eligible to hold the office for a period of five yearsup to 2021. The members are therefore requested to appoint M/s. D P Agarwal & Co.Chartered Accountants as auditors for five years from the conclusion of the ensuing annualgeneral meeting till the conclusion of annual general meeting to be scheduled in 2021(subject to ratification at every Annual General Meeting) and to fix their remunerationfor the year 2016-17.
The observations and comments furnished by the Auditors in their report read togetherwith the notes to Accounts are self-explanatory and hence do not call for any furthercomments under Section 134 of the Companies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the requirement of Section 134 of the Companies Act 2013 the Boardof Directors of the Company confirms:
I. In the preparation of the annual accounts for the financial year ended 31stMarch 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures.
II. That the Directors have selected such accounting policies and applied themconsistently and made judgments 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 and loss of the Company for the year ended 31stMarch 2016.
III. That the Directors have taken sufficient and proper 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 material fraudand other irregularities.
IV. That the Directors have prepared the Annual Accounts on a going concern basis.
V. There are no material changes & commitments if any affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate & the date of the report.
VI. There are proper systems have been devised to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
VII. That the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operatingeffectively.
VIII. Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company's internal financial controls were adequate and effectiveduring FY 2015-16.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS
The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its committees and individual Directors. The result of the evaluation issatisfactory and adequate and meets the requirement of the Company. Information on themanner in which the annual evaluation has been made by the Board of its own performanceand that of its Committee and individual Directors is given in the Corporate GovernanceReport.
DETAILS OF COMMITTEE OF DIRECTORS
Composition of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors and Stakeholders Relationship/Grievance Committee of Directors number ofmeetings held of each Committee during the financial year 2015-16 and meetings attended byeach member of the Committee as required under the Companies Act 2013 are provided inCorporate Governance Report and forming part of the report. The recommendation by theAudit Committee as and when made to Board has been accepted by it.
During the year Management of the Company evaluated the existing Risk ManagementPolicy of the Company to make it more focused in identifying and prioritizing the risksrole of various executives in monitoring & mitigation of risk and reporting process.Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. TheRisk Management Policy has been reviewed and found adequate to the requirements of theCompany and approved by the Board. The Management evaluated various risks and that thereis no element of risk identified that may threaten the existence of the Company.
WHISTLE BLOWER MECHANISM
The Company has put in place Whistle Blower Mechanism. The detailed mechanism is givenin Corporate Governance Report forming part of this report.
Pursuant to the SEBI (LODR) Regulations 2015 a separate section on CorporateGovernance forms part of the Annual Report. All Board members and Senior Managementpersonnel have affirmed compliance with the Code of Conduct for the year 2015-16. Adeclaration to this effect signed by the Managing Director of the Company is contained inthis Annual Report. The Managing Director and CFO have certified to the Board with regardto the financial statements and other matters as required under Regulation 17(8) of theSEBI (LODR) Regulations 2015.Certificate from the Statutory Auditors of the Companyregarding compliance of conditions of Corporate Governance is annexed to this Report.
CORPORATE SOCIAL RESPONSIBILITY
The Section 135 of the Companies Act 2013 regarding Corporate Social ResponsibilityCommittee is not applicable to the Company as the Net Profit of the Company is below thethreshold limit prescribed by the Companies Act 2013.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to the conservation of energy technology absorption foreignexchange earnings and outgo under provisions of 134 of the Companies Act 2013 is notapplicable to the Company considering the nature of its business activities. Further theCompany has not earned nor spends foreign exchange during the year under review.
SECRETARIAL AUDIT REPORT
A Secretarial Audit Report for the year ended 31st March 2016 in prescribedform duly audited by the S. K. Pandey Practicing Company Secretary isannexed herewith and forming part of the report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith and forming part of the report. (Annexure I).
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals which may impact the going concern status of theCompany and its operations in future.
MANAGING DIRECTOR'S CERTIFICATE
A Certificate from the Managing Director in respect of the Financial Statements formspart of the Annual Report.
PRESENTATION OF FINANCIAL STATEMENTS
The financial statements of the Company for the year ended 31st March2016 have been disclosed as per Schedule III to the Companies Act 2013.
A copy of audited financial statements of the said Companies will be made available tothe members of the Company seeking such information at any point of time. A cash flowstatement for the year 2015-2016 is attached to the Balance Sheet. Pursuant to thelegislation Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace Act 2013' introduced by the Government of India the Company has a policy onPrevention of Sexual Harassment at workplace. There was no case reported during the yearunder review under the said policy.
Details as required under the provisions of section 197 (12) of the Companies Act 2013read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are placed on the Company's website i.e. www.veronicaproduction.com asan Annexure to the Director Report. Details as required under the provisions of section197 (12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are placed on the Company'swebsite www.veronicaproduction.com as an Annexure to the Director Report. Aphysical copy of the same will be made available to any shareholders on request. A cashflow statement for the year 2015-16 is attached with the Balance-Sheet.
The Directors take this opportunity to thank the Financial Institutions BanksBusiness Associates Central and State Government authorities Regulatory authoritiesStock Exchanges and all the various stakeholders for their continued co-operation andsupport to the Company and look forward to their continued support in future.
The Company thanks all of our employees for their contribution to your Company'sperformance. T h e C o mp an y applauds them for their superior level of competencededication and commitment to your Company.
By Order of the Board
For Veronica Production Limited
(Formerly known as Jagran Productions Limited)
REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director Whole-time Directors and/or Manager:
(Rs. In Lakhs)
B. REMUNERATION TO OTHER DIRECTORS: (AMOUNT IN RS.)
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD (Rs. In Lakhs)
By Order of the Board