The Members,
The Directors have pleasure in presenting the 17th Annual Report of
the Company together with Audited Accounts for the year ended March 31,
2011.
FINANCIAL RESULTS
(Rupees in Lacs)
Particulars 2010-2011 2009-10
Sales & Other Income 619.25 11214.97
Profit/(Loss) before Depreciation & Tax 191.11 1102.11
Less: Depreciation 21.03 22.13
Less: Provision for Taxation 27.68 90.08
Less: Provision for deferred tax (0.46) 0.75
Less: Prior Year Expenses 0.33 2.02
Profit after depreciation & tax 141.61 988.63
Add: Excess provision for Income Tax
written Back 90.08 0
Debit/Credit balance of profit & loss
account brought forward 151.66 (778.05)
Amount Available for Appropriation 383.34 210.58
Less: Proposed dividend 91.99 51.04
Less: Tax on Dividend 15.28 7.88
Balance Carried Forward to Balance Sheet 276.07 151.66
BUSINESS REVIEW:
FY2011 – Key Financial Highlights:
During the year under report, The Total Revenue of the Company is Rs.
619.25 Lacs in Financial Year 2010-11, as compared to Rs. 11214.97 Lacs
in Financial Year 2009-10. The Profit before Depreciation and Tax of
the Company is at Rs. 191.11 Lacs in Financial Year 2010-11, as
compared to Rs. 1102.11 Lacs in Financial Year 2009-10. The Profit
after Tax (PAT) and Depreciation is at Rs. 141.61 Lacs during the
Financial Year 2010-11, as against Rs. 988.63 Lacs in the Financial
Year 2009- 10. Earning Per share (basic) is Rs. 0.15 per share in
Financial Year 2010-11, as compared to Rs. 1.08 per share in Financial
Year 2009-10. As a part of its restructuring and reorganization of the
various businesses, the Company has transferred its business
undertakings viz. Packaged Drinking Water Business and Industrial
Supply Store Business to its wholly owned subsidiaries. The results
however are strictly not comparable with the previous year.
DIVIDEND:
Your Directors recommend Dividend at the rate of Rs. 0.10 i.e. 5% per
share on 9,19,51,500 Equity Shares of Rs 2/- each and Rs. 0.0002/- per
share on 1,65,00,000/- Equity Shares of Rs 2/- each on pro-rata basis
to the members as on the book closure date appearing in the Notice
convening the Annual General Meeting, which forms a part of the Annual
Report and to all those members whose names appear as beneficial owners
in the records of the Depositories, i.e. National Securities Depository
Limited and Central Depository Services (India) Limited, as on the said
date. The total cash outflow on account of dividend including tax on
dividend is Rs. 107.28 Lacs.
FINANCE:
During the year, out of the 3,30,00,000 Warrants of Rs. 2/- each issued
earlier to the Promoter/Promoter Group Company as per BIFR Order,
1,65,00,000 Warrants of Rs. 2/- each were converted into equal number
of Equity Shares of the Company of Rs. 2/- each at par. As a result,
the Paid-up Capital of the Company increased to 10,84,51,500 equity
shares aggregating to Rs. 21,69,03,000/-
SUBSIDIARY COMPANIES:
Your Company, as part of its activities, has undertaken expansion,
reorganization and restructuring its business including promoting and
investing in equity of the Companies. Accordingly during the financial
year, four companies viz. geo Thermal Water Limited, Atco Limited
(Formerly known as geo Water Technologies Limited), geo Aquatech
Limited, Varuna Drinking Water Solutions Limited have become
subsidiaries of the company.
The company has new following seven subsidiary/sub- subsidiaries
engaged in specific and distinct verticals of business under
No. Subsidiaries Business
1. M/s Atco Limited and its Industrial Supply
wholly owned Subsidiary M/s Store Business
Atcomaart Services Limited
2. M/s Edesk Services Limited Software
Development
3. M/s Innovamedia Publications Publication Business
Limited
4. M/s Varuna Drinking Water Packaged Drinking
Solutions Limited and its wholly Water Business
owned subsidiaries. M/s Geo
Aquatech Limited and M/s Geo
Thermal Water Limited.
CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements read with Accounting Standard AS-23 on Accounting
for Investments in Subsidiaries and the audited Consolidated Financial
Statements are provided in the Annual Report.
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit and
Loss Account and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. The Company will
make available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The annual accounts of the subsidiary
companies will also be kept open for inspection at the Registered
Office of the Company and that of the respective subsidiary companies.
The Consolidated Financial Statements presented by the Company include
the financial results of its subsidiary companies.
CHANGE IN COMPANY NAME:
The name of Company has been changed from Atco Corporation Limited to
Vaarad Ventures Limited w.e.f. February 9, 2011, to reflect core
business of finance and investment with focus on investment.
ALTERATION IN OBJECT CLAUSE OF MOA OF THE COMPANY:
The Company proposes to make investments in the areas of business of
the Company as a measure of achieving greater financial flexibility and
to enable optimal financial structuring. This is in view of the
business plans of the Company to take up finance and investment
activities, with particular focus on investments. In view thereof, the
scope of business activities of the Company was required to be widened
to include activities relating to the business of investments.
Accordingly, the new sub- clauses (a) to (e) reflecting investment,
inserted in the clause (1) under the main object clause of the company.
Further the new sub- Clause 47 was inserted in place of the existing
sub clause in the Clause IIIB, i.e. existing Incidental or Ancillary
Object Clause.
SIGNIFICANT DEVELOPMENTS DURING THE YEAR:
Over the years, your Company embarked on a process of vertical
integration and at the same time ventured into new areas of business.
As on date, the company has several businesses carried out by itself
and through its subsidiaries. These businesses can be segregated into
Industrial and Business Supply Chain, Drinking Water, Software
Business, Industrial Publications and Investment & finance Business.
Each of these businesses has significant potential of growth and is
capable of attracting different kind of investors & strategic partners.
With a view to enable distinct focus of investors or strategic partners
in those diversed businesses and to lay greater focus on their
operations, Company has reorganized and segregated its business in
different verticals under:
During the year, the Company has transferred its Packaged Drinking
Water Business as a going concern to its wholly- owned Subsidiary geo
Thermal Water Limited for the value of Rs. 1,68,00,000/- and in
Consideration thereof issued and allotted 2,40,000 Equity Shares of Rs.
2/- each at a price of Rs. 70/- per Equity Share.
Further, during the year, the Company has transferred its Industrial
Supply Store Business to its wholly-owned Subsidiary Atco Limited
(Formerly known as geo Water Technologies Limited) for the value of Rs.
16,00,00,000/- in Consideration thereof issued and allotted 16,00,000
Equity Shares of Rs. 1/- each at a price of Rs. 100/- per Equity Share
of Atco Limited.
The Company has applied for the Listing of its shares with the National
Stock Exchange for providing more liquidity to the stakeholders.
The Company has filed an application with Reserve Bank of India for
granting registration as a Non Banking Financial Company.
DIRECTORS:
In accordance with the Articles of Association Mr. Nitn Datanwala & Mr.
Dilip Mehta, are liable to retire by rotation at the forthcoming Annual
General Meeting, and being eligible, offer themselves for
re-appointment.
During the year, Mr. Bhagirat Merchant was appointed as an Additional
Director of the Company w.e.f. October 9, 2010. Pursuant to the
provisions of the Section 260 of the Companies Act, 1956, he holds
office upto the ensuing Annual General Meeting and is eligible for
re-appointment as Director. The Company has received Notice pursuant to
Section 257 of the Companies Act, 1956 along with necessary deposit,
from a member proposing his candidature as Director of the Company at
the ensuing Annual General Meeting.
GROUP FOR THE INTERSE TRANSFER OF THE SHARES:
As required under clause 3(1)(e) of the Securities and Exchange Board
of India (Substantial Acquisition of shares and Takeovers) Regulations,
1997, persons constituting group as defined under the Monopolies and
Restrictive Trade Practices (MRTP) Act, 1969, for availing exemption
from applicability of provisions of Regulations 10 to 12 of the
aforesaid SEBI Regulations are disclosed as annexure to this Report.
AUDITORS:
M/s G.C. Patel & Co., Chartered Accountants, Statutory Auditors of the
Company, retires at the conclusion of this Annual General Meeting and
is eligible for re-appointment. A written certificate from them have
been obtained by the Company to the effect that their re-appointment,
if made, would be in accordance with the limits specified under Section
224 (1B) of the Companies Act, 1956. The Board recommends their
re-appointment for your approval.
STATUTORY INFORMATION:
(a) Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo and Export Market Developments:
Details of energy conservation and research and development activities
undertaken by the Company along with the information in accordance with
the provisions of Section 217(1) (e) of the Companies Act read with the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are annexed hereto and forms part of this
report.
(b) Particulars of Employees:
Particulars of Employees as required under Section 217(2A) of the
Companies Act, 1956 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.
(c) 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 Report.
FIXED DEPOSITS:
The Company has not accepted any deposits falling within the purview
of Section 58A of the Companies Act, 1956, and as such, no principal or
interest amount was outstanding on the date of the Balance Sheet.
TRADE RELATIONS:
Your Company continued to receive unstinted support and co-operation
from its retailers, stockiest, suppliers of goods/ services and all
others associated with it. Your Board wishes to record its appreciation
for the service rendered by them. Your Company would continue to build
and maintain strong links with its business partners.
HUMAN RESOURCES:
The objective of your Company''s Management is to build competencies,
commitment and culture in the organization. This objective enables the
Human Resource to enhance performance and retain its leadership
position. The Balanced Scorecard performance management system has been
recently introduced across the organization. This methodology
translates strategy in operational terms and aligns the objectives of
each and every individual with the Company objectives.
Employees are motivated to bring out their best Performance is
recognized with an appropriate compensation package. A Profit incentive
plan was announced to ensure that a part of the incremental Profit is
shared with the employees.
Your Company''s human resources have played a vital role in achieving
the improved results. Your Directors express their appreciation for the
dedication and hard work put in by the employees throughout the year.
DIRECTOR''S RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
based on the representation received from the Operating Management,
confirm:
i) That in the preparation of the annual accounts, 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 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 ended on
March 31, 2011 and of the profit of the year;
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, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) That the Directors have prepared the annual accounts on a going
concern basis.
INSURANCE:
All assets of the Company are adequately insured.
ACKNOWLEDGEMENTS:
Your directors convey their gratitude to the shareholders, various
International and Indian Banks, Financial Institutions and Customers
for the confidence reposed by them in the Company. The Board also
appreciates the contribution of vendors and consultants in the
implementation of various projects of the Company. We also acknowledge
the constructive suggestions received from Government and the Statutory
Auditors.
We wish to place on record our appreciation for the untiring efforts
and contributions made by the employees at all levels to ensure that
the company continues to grow and excel.
For and on behalf of the Board of Directors
Place: Mumbai
Date: May 28, 2011 Sd/-
Vikram Doshi
(Managing Director)
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