DIRECTORS REPORT TO THE MEMBERS Your directors have pleasure in presenting their thirtieth annual report together with the audited account of the company for the year ended march31,2015. Dividend Your directors have recommended a dividend of 5(five)paise per equity share of Rs.1/- each for the financial year ended 31st march 2015. The dividend is payable subject to the approval of the shareholders at the ensuring at the annual general meeting of the company. The dividend will be paid to members whose names appear in the register of members as on the book closure date in respect of shares held in dematerialized from it will be paid to member whose names are furnished by national securities depository limited and central depository services (india )limited as beneficial owners as on that date. The dividend payout for the year under review has been formulated in accordance with shareholders aspiration and the company policy to pay sustainable dividend linked to long term growth objective of the company to be internal cash accruals Share capital The paid up equity share capital as at march 31,2015 stood at Rs. 24,210,000/- .during the year under review , the company has not issued with differential voting right nor has granted any stock options or sweat equity. As on march 31,2015 none of the directors of the company holds instruments convertible in to equity shares of the company. Consolidated financial statement The consolidated financial statement of the company are prepared in accordance with the companies act 2013 and accounting standard (as)on consolidated financial statement read with as 23 on accounting for investment in associates and as -27 on financial reporting of interests in joint ventures the audited consolidated financial statement forms part of this annual report. Subsidiaries During the year under review the scheme of amalgamation was sanctioned by the honorable high court of Bombay between the two wholly owned subsidiaries of yours company m/s verits agro venture private limited and m/s vudgata farming private limited. ‘as on 31st march 2015 yours company own following wholly owned overseas and domestic subsidiaries M/s. veritas globl pte limited incorporated in Singapore M/s. veritas internation fze incorporated in dubai uar M/s. kudrat farming private limited incorporated in india M/s. dharnin farming private limited incorporated in india M/s. veritas agro ventures private limited incorporated in india M/s. gv investment finance company limited ,incorporated in Mauritius M/s. hazel internation fze incorporated in sharjah uae During the year, the board of directors reviewed the affairs of the subsidiaries the consolidated financial statement of the company and all its subsidiaries which form part of the annual report its prepared in accordance with the provision of section 129(3)of the companies act 2013. Further a statement containing the salient fractures of the financial statement of the subsidiaries in the prescribes the details of performance financial positions of each of the subsidiaries. In accordance with section 136 of the companies act 2013 the audited financial statement including the consolidated financial statement and related information of the company and audited accounts of each its subsidiaries are available on the website of the company, further these documents will also be inspection during business house at the registered office of the company. Management discussion and analysis report Management discussion and analysis report for the year under review as stipulated under clause 49 of the listing agreement with the stock exchange in india is presented in a separate section forming part of the annual report. Corporate governance The corporate governance report forms an integral part of this annual report. The certificate from auditors of the company certifying compliance of the conditions of corporate governance Related party transaction All related party transition entered in to during the financial year were on an arms length basis in the ordinary course of business and were in compliance with the applicable provision of the act and the listing agreement . there were no materially significant related party transaction made by the company during the year that would have required members approval under clause 49 of the listing agreement. The policy on materiality of related party transaction and dealing with related party transaction as approved by the board has been adopted by the company and uploaded on the company website The details of the transaction with related parties are provided in the accompanying financial statement. Directors In accordance with the provision of section152 of the companies act 2013 and in term of the articles of association of the company mr.nitin kumar didwania directors of the company retires by rotation at the ensuing annual general meeting and being eligible offers himself for re-appointment Section149(10)of the companies act 2013 provided for the appointment of independent directors . the said section provides that independent directors shall hold office for a term of up to five consecutive years on the board of a company and shall be eligible for reappointment on passing a special resolution by the shareholders of the company. Accordingly all the independent directors were appointment by the shareholders at the twenty ninth annual general meeting held on September 26,2016 further according to section 149(11) no independent directors shall be eligible for appointment for more than two consecutive terms of five years . section 149 (13) states that the provision of retirement by rotation as defined in section 152(6) and (7) of the act shall not apply to such independent directors. None of the independent directors will retire at the ensuring annual general meeting. Mr.ratan moondra has expressed his desire to resign frome the post of directors of the company with effect from may 1 2015 the board has considered his resignation at the board meeting held on augst 13,2015 and place on record its appreciation for the services rendered by mr.ratan moondra during his tenure with the company. Declaration by independent directors The company has received necessary declaration from each independent directors under section 149(7) of the companies act 2013 that he/she meets the criteria if independence laid down in section 149(6) of the companies act 2013 and clause 49 of the listing agreement. Board evaluation Pursuant to the provision of the companies act2013 and clause 49 of the listing agreement nomination and remigration committee has laid down the evaluation criteria for performance evaluation of directors and committees of the directors the evaluation of all the directors the board as a whole and committees of the directors was conducted based on the criteria and framework adopted by the board A comprehensive questionnaire was prepared after taking in to consideration the following points Contribution to and monitors corporate governance practices of the company Participation in long term strategic planning of the company Commitment to the fulfillment of a directors obligations and fiduciary responsibility The board approved the evaluation results as collated by the nomination and remuneration committee. Familiarization programmed for directors The management of your company believes that a well informed board can contribute significantly and effectively discharge its role of trusteeship in a manner that fulfils stakeholders aspirations and societal expectations. In pursuit of this the directors of your company are regularly updated on the changes/ development taking place in statutes legislation and economic environment to enable them to take well informed and timely decision. The details of the familiarization programmer may be accessed on the company website Meetings of the board During the year under review six meeting of the board of directors were held for furthest details please refer report on corporate governance of this annual report Directors responsibility statement as required under section 134 (3)© of the companies act 2013 a)in the preparation of the annual account for the year ended march 31,2015 applicable accounting standards have been followed and there are no material departures from the same b)the directors have selected such accounting policies and applies 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 as at march 31,2015 and of the profit of the company for the year ended on that date c)the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of ;the act for safeguarding the assets of the company and for preventing and detecting fraud and others irregularities the directors have prepared the annual accounts on a going concern basis 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 and the directors have devised proper systems to ensure compliance with the provision of all applicable laws and that such systems are adequate and operating effectively. Policy on directors appointment and remuneration As on march 31, 2015 the board consists of five members one of whom is whole time directors one is non- executive directors and three are independent directors the board periodically evaluates the need for change in its composition and size The policy of the company on directors appointment and remuneration including criteria for determining qualification positive attributes independence of a directors and other matters provides under sun section (3) of section 178 of the companies act 2013 adopted by the board is appended as annexure ll to the board report Extract of annual return In accordance with section 134 (3(a) of the companies act 2013 an extract of the annual return in the prescribe format is appended as annexure lll to the board report Statutory auditors The existing auditor mr shabbier s bagassrawala having membership no 039865 has exoressed his inability to continue as statutory auditors of the company further a letter has been received from the member of the company proposing to appoint m/s shabbier & riha associates llp chartered accountants mumbai as the statutory auditors of the company for the financial year 2015-16 .m/s shabbier & riha associates llp being eligible has ordered themselves for appointment. The company has received the letter from m/s shabbier & riha associates llp stating that appointment if made would be within the prescribed limit under section 141 (3) (g) of the companies act 2013 and they are qualified for appointment. Your directors propose to appoint m/s shabbier &riha associates llp chartered account Mumbai as the statutory auditors of the company at the ensuring annual general meeting Secretarial auditors The board has appointed m/s mansi damania & associate a practicing company secretary to consuct secretarial audit for the financial year 2014-15. The secretarial audit report for the financial year ended march 31,2015 is annexed herewith market as annexure iv to this report. The secretarial audit report done not contain any qualification reservation or averse remark Particulars of employee and related disclosures The information required under the provision of section 197 (12) of the act read with rules 5 ()2) and 5(3) of the companies (appointment and remuneration of managerial personnel)rules 2014 a statement showing the name and other particulars of the employees drawing remuneration in excess of the limits set out the said rules forms the part of the directors report for the year ended march 31,2015. The same is prepared in separate annexure v to this report. Having regard to the provision of the first proving to section 136(1) of the act as advised the annual report excluding the aforesaid information is being sent to the members of the company. the said information is availed for inspection at the registered office of the company during working hours and any member interested in obtaining such information may write to the company secretary and the same will furnished on request. None of the employees listed in the said annexure is a relative of the company none of the employee hold (by himself or a along his spouse and dependent children) more than two present of the equity shares of the company. General disclosures No disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under reviw 1.public deposits details relating to deposits covered under chapter v of the act 2.there were no cases of fraud and mismanagement reported under vigil mechanism established by the company 3.no significant or material orders were passed by the regulators or courts or courts or tribunals which impact the going concern status and company operations in future. 4. during the year review there were no cases filed pursuant to the sexual harassment of women at workplace (prevention prohibition and redressed )act 2013. Conservation of energy technology absorption and foreign exchange earnings and outgo As the company is a trading company hence the information regarding compliance of section 134 (3) (m) of the companies act 2013 ready with the companies (account)rules 2014 are not applicable to the company Corporate social responsibility Pursuant to the guidelines prescribed under section 135 of the companies act 2013 your board of directors has constituted a committee called as csr committee the csr committee compresses of mr. nitin kumar dideania non executive directors mr.saurabh sanghvi executive directors and mr alpa parekh didwania non executive &independent directors. The committee has been entrusted with the responsibility for recommending to the board about the implementing the csr activities. The company is in process of registering a trust which will be responsible for formulating and implementing csr poliy applicable for the entire group the trust will responsinble for identifying progects and cause as per the provisions of the companies act 2013 and spend the csr amount Green initiatives Electronic copies of the annual report 2014-15 and notices of the 31th annual general meeting are sent to all members whose email assessed are registered with be responsible with the company depository participant for members who not registered their email physical copies of the annual report 2015 and the notice of the 30th annual general meeting are sent in the permitted mode. Members requiring physical copies can send a request to the company. For and on behalf of the board of directors Nitin kumar didwania Chairman &directors Din 00210289 Place : Mumbai Date : 13th august 2015 |