TO THE MEMBERS OF VAARAD VENTURES LIMITED
The Directors hereby present their 30thAnnual Report on the performance of the Company together with the audited financial statements for the Financial Year (F.Y.) ended 31st March, 2024.
1. FINANCIAL RESULTS Amount in (‘000)
2. NATURE OF BUSINESS
The Company is a Non-Banking Financial Company (NBFC) registered with the Reserve Bank of India (RBI) and is engaged in investment activities. There was no change 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 the financial position of the Company between the end of the financial year and date of this report.
4. FINANCIAL PERFORMANCE
Standalone
During the year under review, the Company recorded total revenue of Rs. 0.00 and Loss before Tax stood at Rs. -1,847 (in Thousand) for the year under review as compared to Rs. -1,407 for the previous year.
Consolidated
During the year under review, the Company recorded consolidated total revenue of Rs. 0.00 and Loss before Tax stood at Rs. 2,695 (in Thousand) for the year under review as compared to Loss of Rs. 2,259 (in Thousand) for the previous year.
5. DIVIDEND
Considering the loss incurred in the current financial year, your directors 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 to the Reserves.
7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis report is set out in this Annual Report.
8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on March 31, 2024, the Company has three subsidiary companies namely Varuna Drinking Water Solutions Limited, Atco Limited and Edesk Services Limited, three stepdown subsidiaries namely Geo Thermal Water Limited, Innovamedia Publications Limited and Atcomaart Services Limited, and one associate company namely Kimaya Shoppe Limited. A statement containing brief financial details of the subsidiaries and associates is included in the Annual Report.
As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a consolidated financial statement of the Company and its subsidiaries is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 129 (3) of the Act. These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.
Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 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 consolidated financial statements of the company and its subsidiaries, and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 forms part of the Directors' Report as ANNEXURE - I.
9. DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls maintained by the Company and work performed by the internal, statutory and secretarial auditors, including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the management and the relevant Board Committees, including the Audit Committee, the
Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2023-24.
Accordingly, pursuant to Section 134 (5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:
a) In preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any; b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are 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 or loss of the Company for that period; c) they 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; d) they have prepared the annual accounts on a going concern basis; e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
10. SECRETARIAL STANDARDS
The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.
11. CORPORATE GOVERNANCE
The Company recognizes the importance of good Corporate Governance, which is the tool for building strong and beneficial relationships with customers, suppliers, bankers and investors. Corporate Governance is strongly driven by our values such as quality, commitment, customer orientation & integrity.
Our Corporate Governance Report for the year 2023-24 forms an integral part of this Annual Report, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Securities 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 proven competence and integrity. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the Directors have a significant degree of commitment to the Company and devote adequate time for the meetings, preparation and attendance.
Appointment & Resignation
Mr. Narendrakumar Joshi was appointed as Company Secretary and Compliance Officer effective September 7, 2023, resigned from the position effective December 2, 2023, and was reappointed as Company Secretary and Compliance Officer effective February 27, 2024.
Retirement By Rotation
In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mr. Harsh Vikram Doshi, Director (DIN: 07570529) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board recommends his reappointment.
In accordance with Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable provisions of the Companies Act, 2013, brief profile of the Director to be appointed/re-appointed is included in the Notice, which forms part of this Annual Report.
Independent Directors
In terms of Section 149 of the Act, Mr. Nitin Datanwala, Mr. Piyush Vora and Mr. Sumair Vidha are the Independent Directors of the Company as on March 31, 2024. The Company has received declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are independent from the management.
Details of Familiarization Programme for the Independent Directors are provided separately in the Corporate Governance Report.
Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder.
Policy on Directors' Appointment and Remuneration
The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. The Board consists of six members, three of whom are independent directors.
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.
Board Evaluation
The Board has carried out the annual evaluation of its own performance and that of its committees and individual Directors for the year pursuant to the provisions of the Act and the corporate governance requirements prescribed under the Listing Regulations.
The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The criteria for performance evaluation of the Board were based on the Guidance Notice issued by SEBI on Board Evaluation, which included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long-term strategic planning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members. The criteria for performance evaluation of the Committees were based on the Guidance Note issued by SEBI on Board Evaluation, which included aspects such as structure and composition of committees, effectiveness of committee meetings, etc.
In a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole. They also evaluated the performance of the Chairperson of the Board Meetings. The Nomination and Remuneration Committee (NRC) reviewed the performance of the Board, its committees and of the Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors and NRC, at which the feedback received from the Directors on the performance of the Board and its Committees was also discussed.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3) (m) of the Companies Act, 2013 read together with Rule 8(3) of the Companies (Accounts) Rules, 2014, forms part of this Report
as ANNEXURE II.
14. EXTRACT OF ANNUAL RETURN
In compliance with section 92(3) of the Companies Act, 2013, a detailed Annual Return is available on the website of the Company at https://www.vaaradventures.com/annual-report.
15. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
The information required pursuant to Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 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.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES
All contracts, arrangements or transactions entered in to by the Company during the financial year 2023-2024, were in the ordinary course of business and were at an arm's length basis hence Form AOC-2 is not applicable to the company.
All related party transactions were placed before the Audit Committee for their approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of repetitive nature. The transactions entered into pursuant to the omnibus and specific approvals are reviewed periodically by the Audit Committee.
There were no materially significant related party transactions made by the Company during the year under consideration with the Promoters, Directors or Key Managerial Personnel which have a potential conflict with the interest of the Company at large.
During the year under review, the Company had not entered into any contract, arrangement or transaction with related parties which could be considered material in accordance with the Company's policy on materiality of related party transactions and a Policy on dealing with Related Party Transactions. The Policy is available on the Company's Website at www.vaaradventures.com.
17. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
This section is no longer applicable to the company.
18. AUDITORS
Statutory Auditors
M/s. J. D. Jhaveri& Associates (Firm Registration No. 111850W) were appointed for their second term as the Statutory Auditors of the Company at the 34th Annual General meeting for term of 5 years till the conclusion of 39th Annual General Meeting of the Company, at a remuneration to be decided by the Board of Directors in consultation with the Auditors.
Qualification, Reservation or Adverse Remark
The report given by the auditors on the financial statements of the Company is part of the Annual Report. There is no qualification, reservation or adverse remark made by the statutory auditors in their report.
Secretarial Auditor
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 of the Company. The Secretarial Audit Report for the financial year ended on March 31,2024 is annexed herewith as ANNEXURE III to this report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.
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 8, 2019, unlisted material subsidiaries of a listed entity are required to be subjected to Secretarial Audit. With this in view, Sanil Dhayalkar & Co., Practicing Company Secretaries, have been appointed as Secretarial Auditors of Atco Limited and Edesk Services Limited, and in compliance with the same, the Secretarial Audit Reports of Atco Limited and Edesk Services Limited for the financial year ended on March 31, 2024 are also made available at the website of the company.
The Secretarial Audit Report for the financial year ended on March 31,2024 is annexed herewith as ANNEXURE III to this report.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
Annual Secretarial Compliance Report
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019 read with Regulation 24(A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder.
The said Secretarial Compliance report is in addition to the Secretarial Audit Report by Practicing Company Secretaries is required to be submitted to Stock 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 of the Company for providing this certification.
19. DEPOSITS
During the year, there is no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet. Hence there are no particulars to report about the deposit falling under Rule 8 (5)(v) and (vi) of Companies (Accounts) Rules, 2014.
20. SIGNIFICANT & MATERIAL ORDERS
On the NCLT order delivered on 12th January, 2023, Innovamedia Publication Limited, Varuna Drinking Water Solutions Limited, Geo Thermal Water Limited, Atco Water Technologies Limited, Kimaya Shoppe Limited, Covet Securities and Leasing Private Limited is going to merge with Atco Limited. No significant and material orders were passed by the regulators or the courts or tribunals impacting the going concern status of the Company and its operations in future.
21. OTHER DISCLOSURES
Meetings of the Board of Directors
Nine meetings of Board of Directors were held during the year. Particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Report.
Audit Committee
The Audit Committee comprises of Mr. Nitin Datanwala, Independent Director (Chairman), Mr. Piyush Vora, Independent Director and Mrs. Leena Doshi, Executive Director. During the year, all the recommendations made by the Audit Committee were accepted by the Board. In conformity with the requirements of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013, as applicable, the strength of the Board as also of the Audit Committee is adequate.
Corporate Social Responsibility (CSR)
Provisions of the Section 135 of the Companies Act, 2013 and the Rules framed thereunder are not applicable to the Company. Hence CSR report is not required to be annexed.
Particulars of Loan given, Investments made, Guarantee given and Security Provided
Particulars of loan given, investments made, guarantees given and securities provided covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.
Risk Management Policy
The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders' value and providing an optimum risk-reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.
The provision of an appropriate induction program 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.
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.
Vigil Mechanism & Whistle Blower Policy
The Company has a Vigil Mechanism & Whistle-blower Policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be reported to the Audit Committee, as protected disclosures through an e-mail, or through dedicated telephone line or a written letter. Employees may also report directly to the Chairman of the Audit Committee. The said Policy is available on the website of the Company at https://www.vaaradventures.com/annual-report.
Policy on Related Party Transactions
The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation. The said Policy is available on the website of the Company at https://www.vaaradventures.com/annual-report.
Prevention of Sexual Harassment of Women at Workplace
There were no incidents of sexual harassment reported during the year under 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 Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company.
The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
22. GENERAL
The Directors of the Company state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these 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 dividend, voting or otherwise. iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. iv. The Company does not have any scheme of provision of money for the purchase 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 the Company receives any remuneration or commissions from any of its subsidiaries. vi. No fraud has been reported by the Auditors to the Audit Committee or the Board.
23. ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation for the continued support and co- operation received from Government Authorities, Financial Institutions, Banks and esteemed shareholders of the company. Your Directors also acknowledge the support extended by the
Company's employees for their dedicated service.
For an on behalf of the Board of Directors