DIRECTOR'S REPORT To The Members, Your Directors have pleasure in presenting the 21stAnnual Report of Vaarad Ventures Limited together with Audited Financial statements for the Year ended March 31st, 2015. PERFORMANCE: During the year under report, the total revenue of the Company is Rs. 0.53 Lacs in financial year 2014-15 as compared to Rs. 16.88 Lacs in previous financial year 2013-14. The Loss before Depreciation and Tax of the Company is at Rs. 15.41 Lacs in financial year 2014-15, as compared to Profit of Rs. 1.43 lacs in financial year 2013-14. The Loss after Tax and Depreciation is at Rs. 19.83 Lacs during the financial year 2014-15, as against loss of Rs.4.88 Lacs in financial year 2013-14. Earnings Per share (basic and diluted) is Rs. (0.008) per share in financial year 2014-15, as compared to Rs. (0.002) per share in financial year 2013-14. The results however are strictly not comparable with the previous year. DIVIDEND: Your Directors wish to inform you that in the absence of profit, the Board of Directors have not recommended any dividend. SUBSIDIARY COMPANIES: The Company has 4 direct subsidiaries and 9 step down subsidiaries as on 31st March, 2015.There are 2 associate companies within the meaning of Sec 2(6) of the Companies Act, 2013.There has been no material change in the nature of business of subsidiaries. Pursuant to the provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached as Annexure-I to the Directors Report. The statement also provide details of performance and financial position of the subsidiaries and associates. Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company - www.vaarad.com .They are also available for inspection at our registered office during business hours. Sr. No. Subsidiaries Business 1.M/s Atco Limited and its wholly owned Subsidiary M/s Atcomaart Services Limited, M/s Innovamedia Publications Limited & M/s Atcomaart Lead Services Pvt. Limited Industrial Supply Store Business & Publication Business 2.M/s Edesk Services Limited Software Development 3.M/s Varuna Drinking Water Solutions Limited and its wholly owned subsidiaries M/s Geo Aquatech Limited and M/s Geo Thermal Water Limited. Packaged Drinking Water Business 4.Mentor Capitalist Chambers Private Limited and its wholly owned subsidiaries. M/s. HAM Services Pvt. Limited & M/s. Knowledgeworks Management Services Pvt. Limited & M/s Voffice Technologies Pvt. limited & M/s Asset Resolution Services India Pvt. Limited Consultancy and Advisory Services CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The details as required by Companies Accounts Rules, 2014 in relation to the conservation of energy, technology absorption and foreign exchange outgo are annexed as Annexure-II to the Directors report. CORPORATE GOVERNANCE: DIRECTOR'S RESPONSIBILITY STATEMENT Pursuant to section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed: (i) That in the preparation of the accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii)That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; (iii)That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv)That the Directors have prepared the accounts for the financial year ended 31st March, 2015 on a 'going concern' basis; (v)That 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; (vi)That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY As part of the effort to evaluate the effectiveness of the internal control system, your Company's internal auditor reviews all the control measures on a periodic basis and recommends improvements, wherever appropriate. The Audit Committee regularly reviews the audit findings and based on discussions with the internal and statutory auditors, recommends a number of control measures both in operational and accounting related areas, apart from security related measures which are then implemented by the company. Measures have been implemented to ensure that internal controls are commensurate with the size and nature of the business. CORPORATE GOVERNANCE Your Company believes in coherent and self-regulatory approach in the conduct of its business to achieve better standard of Corporate Governance. As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Section on Corporate Governance, together with a Certificate from the Company's Auditors confirming Compliance by the Company with the requirements of Corporate Governance, is set out separately forming part of this Annual Report. PERFORMANCE EVALUTION The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India under Clause 49 of the Listing Agreement. The Board evaluated its own performance, the working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director). None of the independent directors are due for re-appointment. INDEPENDENT DIRECTORS DECLARATIONS In the opinion of the Board, the independent directors are persons of integrity and possess relevant expertise and experience. Your Company has received the necessary declaration from the independent directors as required under Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013. TRAINING OF INDEPENDENT DIRECTORS The provision of an appropriate induction programme for new Directors and ongoing training for existing Directors is a major contributor in the maintenance of high corporate governance standards of your Company. The Independent Directors, from time to time request management to provide detailed understanding of any specific project, activity or process of the Company. The management provides such information and training either 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 and regulatory 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. In addition to the extensive induction and training provided , the Independent Directors are also taken through various business and functional sessions in the Board meetings including the Board meetings to discuss strategy DIRECTORS AND KEY MANAGERIAL PERSONNEL During the year under review, Mr. NitinDatanwala, resigned as Director of the Company with effect from 30th May, 2015. The Board pl aces on record its appreciation of the services rendered by Mr. NitinDatanwala during their tenure as Directors of the Company. In accordance with the provisions of Section 152 of the Companies Act, 2013 ('the Act') and the Articles of Association of the Corporation, Mrs. LeenaDoshi, retires by rotation at the ensuing Annual General Meeting and being eligible, offers her for reappointment. The Chief Financial Officer was appointed on 28th March, 2015. The Company had appointed Company Secretary, but due to personal reasons she was no longer able to continue. The Management is simultaneously in process to appoint Company secretary within the time limit prescribed in Section 203(4) of Companies Act, 2013. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report. AUDITORS Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. K.M. Tapuriah & Co., Chartered Accountants (Firm Registration No.314043E), were appointed as statutory auditors of the Company from the conclusion of the 20th Annual General Meeting (AGM) of the Company held on 29thSeptember 2014 till the conclusion of the 25th AGM to be held in the year 2019, subject to ratification of their appointment at every AGM. SECRETARIAL AUDITORS Pursuant to provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors of the Company has appointed M/s. Kushla Rawat & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended 31st March, 2015. AUDITORS REPORT The auditor's report and secretarial auditor's report does not contain any qualifications, reservations or adverse remarks. The Secretarial auditor's report is given as an Annexure-III to the directors report. SIGNIFICANT & MATERIAL ORDERS There are no significant & material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future. RISK MANAGEMENT The Board of Directors has assumed the responsibility of the Risk management Committee considering the size and nature of the business of your Company. The Board of Directors of the Company has adopted the following Risk Management Policy in terms of the provisions of the Companies Act, 2013 and Listing Agreement with stock exchanges. 1.Putting in place of Risk Management frameworks and processes. 2.Identifying risks and promoting a pro-active approach to treating such risks. 3.Allocating adequate resources to mitigate and manage risks minimize their adverse impacts on outcomes. 4.Striving towards strengthening the risk management system through continuous learning and improvement. 5. Communicating the required policy to the required shareholders through suitable means and periodically reviewing its relevance in a continuously changing business environment. DEPOSITS FROM PUBLIC The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. RELATED PARTY TRANSACTIONS There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under Clause 49 of the Listing Agreement. The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company's website www.vaarad.com/Investorinformation.aspx. EXTRACT OF ANNUAL RETURN Extract of annual return as provided under Section 92(3) of the Act, the extract of annual return is given in Annexure IV in the prescribed Form MGT-9, which forms part of this report. PARTICULARS OF EMPLOYEES Particulars of Employees as required under Section 197of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not annexed hereto as none of the employees have drawn remuneration exceeding Rs. 5,00,000/- p.m. or Rs. 60,00,000/- p.a. Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Nomination and Remuneration Committee continuously reviews the remuneration to align both the short term and long term business objectives of the Company. Remuneration paid to Independent Directors: DISCLOSURE REQUIREMENTS As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report. Details of the Familiarization Programme of the independent directors are available on the website of the Company (URL: www.vaarad.com/investors.aspx). Policy for determining material subsidiaries of the Company is available on the website of the Company (URL: www.vaarad.com/Investorinformation.aspx). Policy on dealing with related party transactions is available on the website of the Company (URL: www.vaarad.com/Investorinformation.aspx). The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: www.vaarad.com/Investorinformation.aspx). RBI GUIDELINES The Company is complying with all the requirements of Reserve Bank of India for Non-Banking Finance Company. In terms of paragraph 9BB of the NBFC Regulations, the particulars as applicable to the company are appended to the Balance Sheet. ACKNOWLEDGEMENTS Your directors wish to place on record and acknowledge their appreciation for the continued support & cooperation received from Government Authorities, lending institutions, and esteemed shareholders of the company. Directors also record their appreciation for the total dedication of the employees. For and on behalf of the Board Sd/- Mr. Vickram Dosshi Managing Director Place: Mumbai Date: May 30, 2015 |