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Vaarad Ventures Directors Report, Vaarad Ventures Reports by Directors
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Vaarad Ventures
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« Mar 10
Directors Report Year End : Mar '11
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)
Source : Dion Global Solutions Limited
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