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Directors Report of Vaarad Ventures Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the 21stAnnual Report of Vaarad Ventures Limited together with Audited Financial statements for the Year ended March 31st, 2015.

FINANCIAL RESULTS:

FIGURES IN INR LAKH

Standalone Consolidated

Particulars 2014-15 2013-14 2014-15 2013-14

Sales & Other Income 0.53 16.88 58.82 8735.44

Profit/(Loss) before Depreciation & Tax (15.41) 1.43 (18.25) (289.62)

Less: Depreciation 4.19 5.79 85.13 99.68

Profit Before tax (19.61) (4.36) (103.38) (389.30)

Less: Provision for Taxation 0 0 0.12 0

Add/(Less): Provision for deferred tax (0.22) (0.16) 1.61 170.52

Add/(Less): Prior Year Expenses - - - -

Profit after depreciation & tax (19.83) (4.88) (101.89) (218.68)

Add: Excess provision for Income Tax written Back - _ - -

Profit for the year (19.83) (4.88) (101.89) (218.68)

Debit/Credit balance of profit & loss account 234.71 210.55 (32.92) 156.48 brought forward

Change in depreciation provision acc. to Co. Act, (17.60) 29.28 (236) 29.28 2013 and Other

Amount Available for Appropriation 197.26 234.71 (370.83) (32.92)

Less: Proposed dividend - _ - -

Less: Tax on Dividend - _ - -

Balance Carried Forward to Balance Sheet 197.26 234.71 (370.83) (32.92)

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

M/s Atco Limited and its wholly owned Industrial Supply Store Business &

Subsidiary M/s Atcomaart Services Limited, Publication Business

1.

M/s Innovamedia Publications Limited & M/s Atcomaart Lead Services Pvt. Limited

2. M/s Edesk Services Limited Software Development

3. M/s Varuna Drinking Water Solutions Packaged Drinking Water Limited and its wholly owned subsidiaries Business M/s Geo Aquatech Limited and M/s Geo Thermal Water Limited.

4. Mentor Capitalist Chambers Private Limited Consultancy and Advisory and its wholly owned subsidiaries. M/s. HAM Services Services Pvt. Limited & M/s. Knowledgeworks Management Services Pvt. Limited & M/s Voffice Technologies Pvt. limited & M/s Asset Resolution Services India Pvt. Limited

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 places 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:

Name of the Director Remuneration in Remuneration in No.of Stock % increase of fiscal 2015 (Rs.) fiscal 2014 (Rs.) Optio ns remuneration

(2015 over 2014)

1. Nitin H. Datanwala(1) 30,000 30,000 - N.A

2. Piyush A. Vora 15,000 10,000 - N.A.

3. Dilip Mehta 40,000 40,000 - N.A.

(1) For the period 5th September 2014 to 31st March 2015

Title Remuneration Remuneration No. of % increase of in fiscal in fiscal Stock remuneration 2015 (Rs.) 2014 (Rs.) Options (2015 over 2014)

CFO(1) 2,40,000* N.A. - N.A.

CS (1) 2,70,000* 1,60,000 - N.A.

Title Excl. Incl. Ratio of Rem. to WTD WTD Rati Ratio Revenu Net o of of e (Fiscal Profit Rem. Rem. 2015)** (Fiscal To to 2015)* MRE MRE * (2) &WT D (2)

CFO(1 N.A. N.A. N.A. N.A. )

CS(1) N.A. N.A. N.A. N.A.

(1)The CFO was appointed from 28th March 2015. (2): No others fall under Employees. The Company has retainers.

*Based on annualized average salary

** Being an Investment Company, there are no revenues against which salary can be seen.

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 & co- operation 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/-

Place: Mumbai Mr. Vickram Dosshi

Date : May 30, 2015 Managing Director


Mar 31, 2014

The Members,

The Directors have pleasure in presenting the 20th Annual Report of the Company together with Audited Accounts for the Financial Year ended March 31, 2014.

FINANCIAL RESULTS

(Rupees in Lacs)

Particulars 2013-14 2012-13

Sales & Other Income 16.88 63.79

Profit/(Loss) before Depreciation & Tax 1.43 9.84

Less: Depreciation (5.79) 7.78

Profit Before tax (4.36) 2.06

Less: Provision for Taxation 0 (1.92)

Add/(Less): Provision for deferred tax (0.16) (0.02)

Add/(Less): Prior Year Expenses - --

Profit after depreciation & tax (4.88) 0.12

Add: Excess provision for Income Tax written Back -- --

Profit for the year (4.88) 0.12

Debit/Credit balance of profit & loss account brought forward 210.55 239.48

Amount Available for Appropriation 234.71 239.60

Less: Proposed dividend 24.99

Less: Tax on Dividend 4.05

Balance Carried Forward to Balance Sheet 234.71 210.56



BUSINESS REVIEW:

FY 2013 – Key Financial Highlights:

During the year under report, The Total Revenue of the Company is Rs. 16.88 Lacs in Financial Year 2013-14 as compared to Rs. 63.79 Lacs in the previous Financial Year 2012-13. The Profitbefore Depreciation and Tax of the Company is at Rs. 1.43 Lacs in Financial Year 2013-14, as compared to Profit of Rs. 9.84 lacs in Financial Year 2012-13. The Loss after Tax (PAT) and Depreciation is at Rs.4.88Lacs during the Financial Year 2013-14, as against profit of Rs. 0.12 Lacs in the Financial Year 2012-13. Earnings Per share (basic) are Rs. (0.002) per share in Financial Year 2013-14, as compared to Rs. (0.000) per share in Financial Year 2012-13. 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:

Your company has thirteen subsidiaries as follows as on 31st March, 2014 which is engaged into different specific and distinct verticals of the business:

Sr. No. Subsidiaries Business

1. M/s Atco Limited and its wholly owned Industrial Supply Store Business & Subsidiary M/s Atcomaart Publication Business Services Limited ,M/s Innovamedia Publications Limited & M/s Atcomaart Lead Services Pvt. Limited

2. M/s Edesk Services Limited Software Development

3. M/s Varuna Drinking Water Solutions Packaged Drinking Water Business Limited and its wholly owned subsidiaries M/s Geo Aquatech Limited and M/s Geo Thermal Water Limited.

4. Mentor Capitalist Chambers Private Consultancy and Advisory Limited Services and its wholly owned subsidiaries. M/s. HAM services Pvt. Limited & M/s. Knowledgeworks Management services Pvt. Limited& M/s Voffice Technologies Private limited& M/s Asset Resolution Services Private 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 No: 2/2011 dated 8th February, 2011 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.

DIRECTORS

Mrs. Leena Doshi Director is retiring by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment &she has offered herself for re-appointment.

Mr. Dilip Mehta and Mr. Piyush Vora, Independent Directors of the Company retiring by rotation offers themselves for re-appointment for the period of 5years starting from 29th September, 2014.

Mr. Nitin Datanwala is re appointed as an Independent Director of the Company.

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, 2011, 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. M/s K M Tapuriah & Co. is been appointed as the Auditors of the Company for the period of 5 years starting from 29th September, 2014. A written certificate from them have been obtained by the Company to the effect of their appointment in accordance with the limits specified under section 139 and section 140 and other applicable provisions of the Companies Act, 2013. The Board recommends their appointment for your approval.

AUDITORS REPORT

The Auditors have not made any qualification to the financial statement, in their reports or relevant notes on accounts, which are self explanatory and do not call for any comments under section 217(3) of the Companies Act, 1956.

RBI GUIDELINES

Your 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.

STATUTORY INFORMATION

(a)Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo and Export Market Developments:

The details as required by Companies (Disclosures of Particulars in the report of the Board of Directors) Rules, 1988 in relation to the conservation of Energy, Technology Absorption and Research and Development are annexed and form part of the Director''s Report The company has no foreign exchange earnings and outgo and export market developments.

(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. However, the Report and Accounts are being sent to the members excluding the aforesaid Annexure. Any member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of the Company.

(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 as on that date of the balance sheet

TRADE RELATIONS

Your Company continued to receive unstinted support and co-operation from its business associates and clienteles of 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 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 the requirement under section 134 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, 2014, 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 of the Company for the year under review;

(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, 2014 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.

INSURANCE

All assets of the company are adequately insured.

EXTRACT OF ANNUAL RETURNS

1. The Paid up capital of the Company: Rs. 249,903,000 consisting of 249,903,000 equity shares of face value of Rs.1/- each.

2. The Board of Directors of the company consists of 5 Directors. Out of which 2 promoter directors are namely Mr. Vikram Doshi and Mrs. Leena Doshi; and 3 Independent Directors namely Mr. Piyush Vora Mr. Dilip Mehta and Mr.Nitin Datanwala.

3. The secured debt of the company is of Rs 571,587

4. The Promoters holding consists of 177,913,690 equity shares of Rs 1 each amounting to71.19 %

5. During the years, the unclaimed dividend was Rs22,430

INDEPENDENT DIRECTORS DECLARATIONS

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not related to promoters or directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have /had no pecuniary relationship with company, its holding, subsidiary or associate company , or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Director has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income of fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives--

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of--

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent. or more of the gross turnover of such firm;

(iii) Holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

6. Independent director possesses such qualifications as may be directed by the Board.

7. The Company & the Independent Directors shall abide by the provisions specified in schedule IV of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and Stakeholders Relationship Committee consisting of Two (2) of Independent Directors Mr. Nitin Datanwala and Mr Dilip Mehta

Mr. Nitin Datanwala being the Chairman of the Committee.

The Gist of the Policy of the said committee:

1. For Appointment of Independent Director (ID):

a. Any person who is between the age of 25 years and below 75 years eligible to become ID;

b. He has to fulfill the requirements as per section 149 of the Companies Act, 1956 read with cl. 49 of the Listing Agreement;

c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;

d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading policy of the Company;

e. ID should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;

f. ID should be able to devote time for the Board and other meetings of the company;

g. Entitled for sitting fees and Reasonable conveyance to attend the meetings; and

h. Able to review the policy, participate in the meeting with all the stakeholders of the company at the Annual Meeting.

PERFORMANCEOFTHEBOARDANDCOMMITTEE:

During the year under review, the performance of the Board & Committee and Individual Director(s) based on the below parameters satisfactory:

1. Most of the Directors attended the Board meeting;

2. The remunerations paid to executive Directors strictly as per the company and industry policy. The Independent Directors only received sitting fees.

3. The Independent Directors contributed a lot based on their experience and knowledge and Independent views.

4. The Credit Policy, Loan Policy and compliances were reviewed;

5. Implementation of Risk Management Policy

RELATED PARTY TRANSACTIONS

Details of related party transactions as per section 188 of the Companies Act, 2013 are given in the Auditor''s report and annexures thereto.

ACKNOWLEDGEMENTS

Your directors wish to place on record and acknowledge their appreciation for the continued support & co- operation 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/- Place: Mumbai Mr. Vickram Dosshi Date: 11th August,2014 Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the 18th Annual Report of the Company together with Audited Accounts for the Financial Year ended March 31, 2012.

FINANCIAL RESULTS (Rupees in Lacs)

Particulars 2011-12 2010-2011

Sales & Other Income 93.72 619.25

Profit/(Loss) before Depreciation & Tax 8.67 191.11

Less: Depreciation 8.59 21.03

Profit Before tax 0.08 170.09

Less: Provision for Taxation 1.37 27.68

Add/(Less): Provision for deferred tax 0.27 (0.46)

Add/(Less): Prior Year Expenses - (0.33)

Profit after depreciation & tax (1.02) 141.62

Add: Excess provision for Income Tax written Back (7.92) 90.08

Profit for the year (8.94) 231.7

Debit/Credit balance of profit & loss account brought forward 276.08 151.66

Amount Available for Appropriation 267.14 383.36

Less: Proposed dividend 23.80 91.99

Less: Tax on Dividend 3.86 15.28

Balance Carried Forward to Balance Sheet 239.48 276.08

BUSINESS REvIEW: SIGNIFICANT DEvELOPMENTS

The Company had filed an application with The Reserve Bank of India for granting registration as a Non Banking Financial Company and your company has successfully received the Certificate of Registration from the Reserve Bank of India (RBI) to commence/carry on the business of Non-Banking Financial Institution without accepting public deposits on 11th June, 2012. However, the information as per (Non-Deposit Accounting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007, shall be provided from the next annual report of the company.

OPERATIONS & OUTLOOK:

Total revenue for the year under review was Rs. 93.72 Lacs and the profit after Tax (PAT) and Depreciation is at Rs. 0.08 Lacs derived from a mix of the investments and other income . The company being investment company holds signifi- cant investments in Group Companies with diversified businesses. The year under review witnessed improvement in the performance of the most of the investee companies and the company is looking forward to a sustainable growth and growing opportunities in its investee companies in the coming years.

DIvIDEND:

The Board of Directors has recommended dividend on Equity Shares of the Company of Rs.0.01 i.e. 1% per share on 21,69,03,000 Equity Shares of Rs.1/- each and Rs.0.0064/- per share on 3,30,00,000 Equity Shares of Rs.1/- each on pro- rata basis to the members as on the book closure date. The total cash outflow on account of dividend including tax on dividend is Rs.27.66 Lacs.

Private equity business has long gestation period until cash profit materializes out of its disinvestment. Private equity business does not have practice of paying dividend in conventional terms. However keeping the tradition of dividend paying track record of our company, The Board of Directors recommend nominal dividend to its shareholders.

FINANCE:

During the year the company has issued 1,65,00,000 equity share of Rs.2/- each against the conversion of share warrants increasing total Issued and Paid up capital to 12,49,51,500 equity share of Rs.2/- each. The said 12,49,51,500 equity shares of Rs.2/-each have been subdivided into 24,99,03,000 equity share of Rs.1/- each fully paid during the year.

SUBSIDIARY COMPANIES:

Your company has eight subsidiaries as follows as on 31st March, 2012 which are engaged into different specific and distinct verticals of the business:

Sr. No. Subsidiaries Business

1. Atco Limited and its wholly owned Subsidiary Atcomaart B2B Internet Business Services Limited

2. Edesk Services Limited Software Development

3. Innovamedia Publications Limited Publication Business

4. Varuna Drinking Water Solutions Limited and its wholly Packaged Drinking Water Business owned subsidiaries. Geo Aquatech Limited and Geo Thermal Water Limited.

5. Mentor Capitalist Chambers Private Limited Consultancy and Advisory Services

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 No: 2/2011 dated 8th February, 2011 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.

DIRECTORS

Mr. Piyush Vora, is liable to retire by rotation at the forthcoming Annual General Meeting, and being eligible, offer himself for re- appointment.

GROUP FOR THE INTER-SE 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, 2011, 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:

The information required to be provided under section 217(1)(e) of the Companies Act,1956 read with the Companies (Disclosures of Particulars in the report of the Board of Directors) Rules, 1988 in relation to the conservation of Energy, Technology Absorption and Research and Development are currently not applicable to the company. The company has no foreign exchange earnings and outgo and export market developments. The details are annexed and form part of the directors 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 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 and 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, if any;

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, 2012 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 wish to place on record and acknowledge their appreciation for the continued support & co-operation 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 of Directors

Place: Mumbai

Date: 3rd September, 2012

Vickram Dosshi

(Managing Director)


Mar 31, 2010

The Directors have pleasure in presenting the 16th Annual Report of the Company together with Audited Accounts for the year ended March 31st, 2010.

FINANCIAL RESULTS

(Rupees in lacs)

Particulars 2009-2010 2008-2009

Sales & Other Income 11214.97 1778.34

Profit/(Loss) before Depreciation & Tax 1102.11 23.11

Less: Depreciation 22.13 21.17

Less: Provision for Taxation 90.08 0.81

Add/Less : Provision for deferred tax 0.75 1.71

Less: Prior Year Expenses 2.02 0.00

Add: Income from extra ordinary items 0.00 480.57

Profit/(Loss) after Depreciation & Tax 988.63 479.98

Debit balance of profit & loss account brought forward (778.05) (1,258.03)

Profit/(Loss) A/c Appropriation 210.58 0.00

Less: declared dividend 51.04 0.00

Less: Tax on Dividend 7.88 0.00

Balance Carried Forward to Balance Sheet 151.66 (778.05)

Business Overview:

The turnover of Packaged Drinking Water Business during year is Rs. 117.32 Lacs as against Rs. 142.16 Lacs in previous year showing the decline of 17.47%.

The Company has started sof ware business as new line of business. The turnover of sof ware business during the year is Rs. 1216.45 Lacs

The income from Industrial Business Supplies during year is Rs. 9700.08 Lacs as against Rs. 1152.79 Lacs in previous year showing the growth of 841.44%.

The Company has started Business Publication as new line of business.

The Companys business of dealing in Industrial and Business supply, on amalgamation of erstwhile Atcomaart Limited has shown substantial growth over last two years. Your Company has developed a good franchise network. The Company is planning to roll out more and more allied products work with the idea to provide a one stop for all industrial Business Products in India. The distribution network of the Company had already been set up and the Company will reap the benefits from full f edged distribution network in the coming year. It plans to create a strong distribution network catering to the industrial and business supply. The entire network is initially planned to be created on a franchisee basis as well as own warehouse stores, which is very cosThef ective model. The business model aims to create a common platform for buyers and sellers and its role would be largely service oriented.

The Companys business has shown a sign of improvement this year as compared to the Previous Financial Year. The carry forward losses to extend of Rs. 778.05 lacs have been fully absorbed. The Company has been trying to put a lot more ef orts to sustain in the Packaged Drinking Water business and the managemenThis conf dent of making a come back. The Company has been exploring other business opportunities so as to add Value to the shareholders of the Company.

Profit after tax is Rs. 988.63 Lacs compared to Profit of Rs. 479.88 Lacs in previous year. Your Company has been able to set of the entire carried forward losses during the year under review and has Rs. 174.38 Lacs available for appropriation.

Sub-Division of share capital of the Company:

The Companys shares are listed on the Bombay Stock Exchange and are actively traded. The market price of the shares of the Company witnessed signif cant spurt over the last year. In order to improve the liquidity of the Companys shares in the stock market and to make it af ordable to the small investors, the equity shares and convertible warrants of the nominal value of Rs. 10/- for each share / warrant were subdivided into f ve shares / warrants of Rs. 2/- each during the year. As a result, the number of Equity shares and the outstanding warrants of the company increased propotionatly.

Finance:

During the year, out of the 4,95,00,000 warrants of Rs. 2/- each (earlier 9900000 warrants of Rs. 10/- each) issued earlier to Promoter/ Promoter group company as per BIFR order, 1,65,00,000 warrants of Rs. 2/- each got converted into equal number of Equity Shares of the Company of Rs. 2/- each at par. Further 2,47,50,000 of Rs.2/- each. (earlier 4950000 warrants of Rs. 10/- each) issued earlier to Promoter/ Promoter group company as per BIFR order, got converted into equal number of Equity Shares of the Company of Rs. 2/- each at par. As a result the paidup Capital of the Company increased to 9,19,51,500 shares aggregating to Rs. 183,903,000/-

Dividend:

Your Directors recommend a Dividend at the rate of 5% (Rs. 0.10 per share) on 50701500 Equity Shares of Rs 2/- each and (Rs. 0.0008 per share)on 41250000 Equity Shares of Rs 2/- each on pro-rata basis to the members who are the members of the Company as on record date to be fi- xed by the Board of Director. The total cash outf ow on account of dividend including tax on dividend is Rs. 58.93 lacs.The dividend will be paid to those shareholders whose names appear on the Register of Members on 7th September, 2010.

Fixed Deposits:

The Company has not accepted any "deposits" from the public during the year under review.

Corporate Governance:

Your Company believes in coherent and self-regulatory approach in the conduct of its business to achieve better standard of Corporate Governance. It has complied with the requirement of the Corporate Governance as prescrbed under clause 49 of the Listing Agreement with Stock Exchanges. A separate report on Corporate Governance along with Auditors Certificate on its compliance is annexed to and forms part of the report.

Ministry of corporate Af ars (MCA) has issued voluntory Guidelines on Corporate Governance during the year. Your Company being a listed Company, is already impleneting requirements of Cluase 49 relating to Corporate Governance; and thereby is in compliance with some of the requirements prescribed under the aforesaid Guidelines of MCA. Your Company is examining the possibilities of other requirements of said MCA Guidelines.

Employees Relations:

Relations between the employees and the Management continued to be cordial during the year. A statement of particulars of employees as required under section 217(2A) of the Companies Act, 1956 is not annexed hereto as none of the employees have drawn remuneration exceeding Rs. 2,00,000/- p.m. or Rs. 24,00,000/- p.a.

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.

Energy, Technology Absorption, Foreign Exchange & 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 ofithis report.

During the year, the Company earned a small amount of Rs. 96,038/- against Rs. NIL in previous year. Your Company is examining various possibilities is to how it can explore and develope overseas market for its product, which however, will takes time to give results.

Directors:

In accordance with the articles of association Mrs. Leena Doshi retires by rotation at the forthcoming Annual General Meeting, and being eligible, of er herself for re-appointment.

Mr. Chirag Gandhi and Mr. Mahendra Sanghvi resigned from the post of Director. The Board took on record its appreciation for the service rendered by them as Director.

Mr. Nitin Datanwala, Mr. Piyush Vora, Mr. Pradip Dubhashi and Mr. Dilip Mehta were appointed as Additional Directors and hold the of ce as Directors upto the date of forthcoming Annual General Meeting. The Company has received notices from members proposing candidature of for Mr. Nitin Datanwala, Mr. Piyush Vora, Mr. Pradip Dubhashi and Mr. Dilip Mehta for their appointment as Directors at the forthcoming Annual General Meeting.

Change of name of the Company:

The name of Company has been changed from NHN Corporation Limited to Atco Corporation Limited w.e.f. 15th June, 2009, to identify the Company with ATCO Brand.

Alteration in other objects of Memorandum of Association of the Company:

The Company proposes to make investments in the areas of business of the Company as a measure of achieving greater financial f exibility and to enable optimal financial structuring or to park available funds temporarily. 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 sub-clause 47 of Clause B of the Memorandum of Association of the Company was altered during the year.

Scheme of Demerger:

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 your company have several business carried out by itself and through its subsidiaries, these business can be segregated into Industrial and Business supply, Drinking Water, Sof ware Business, Industrial Publications and Advisory & Investment Business. Each of this businesses has signif cant potential of growth and capable of attracting dif erent kind of investors & strategic partners.

With a view to unable distinct focus of investors or strategic partners in this diverse business and to lay greater focus to their operations, your company proposes to reorganize and segregate by way of demerger its business undertaking engaged in

a) Business of Industrial Publications business into Innovamedia Publications Ltd

b) Business of application service providing and sof ware development into eDesk Services Ltd.

Your company has submitted the scheme of Demerger to the Bombay Stock Exchange Ltd and awaits for its approval.

Subsidiary Companies:

Your Company as part of its activities has undertaken expansion and restructuring its business including promoting and investing in equity of the Companies. As a part ofithis activity, your company in during year invested in

a. Atcomaart Services Limited

b. eDesk Services Limited

c. Innovamedia Publications Limited

This above three companies becomes subsidiaries of your company in the year under consideration.

In accordance with the Accounting Standard (AS) 21 on consolidated Financial Statements read with Accounting Standard (AS) 23

on Accounting for Investment in Subsidiaries, the Audited Consolidated Financial Statements are provided in the Annual Report.

However subsequently as on 5th April, 2010 the Geo Thermal Water Limited became subsidiary of the Company.

A statement pursuant to section 212 of the Companies Act, 1956 in respect of these subsidiaries is annexed as part ofithis report.

Auditors:

M/s G.C. Patel & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion ofithis Annual General Meeting and have expressed their willingness to be reappointed. Their reappointment, if made, would be within the limits specif ed under section 224 (1B) of the Companies Act, 1956. Members are requested to reappoint them and f x their remuneration.

Directors Responsibility Statement:

Pursuant to Section 217(2A) 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 af airs of the Company at he end of the financial year ended on 31st March, 2010 and of the profit of the year;

iii) That the Directors have taken proper and suf cient 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.

Acknowledgements:

The Directors sincerely appreciate the high degree of professionalism, commitment and dedication of the employees at all levels.

For and on behalf of the Board

Sd/- Sd/-

Place: Mumbai Vikram Doshi Nitin Datanwala

Date: 29/05/2010 Managing Director Director



 
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