To, The Members,
M/s Veronica Production Limited
CIN: L22130GJ1990PLC014567
Your directors take pleasure in presenting the Annual Report on the business &
operation of your Company together with Financial Statement for the year ended 31st
March, 2023
FINANCIAL PERFORMANCE
(Rs. In Lakhs)
PARTICULARS |
Current Year 2022-23 |
Previous Year 2021-22 |
| Gross Income |
0.00 |
0.00 |
| Less: Expenditure |
459.88 |
0.15 |
| Profit/(Loss) before Depreciation |
(459.88) |
(0.15) |
| Less: Depreciation |
0.00 |
0.00 |
| Net Profit /(Loss) before Tax and Exceptional Items |
(459.88) |
(0.15) |
| Exceptional Items |
49.00 |
0.00 |
| Net Profit /(Loss) before Tax and extra ordinary items |
(508.48) |
(0.15) |
| Less: Extra Ordinary Items |
0.00 |
0.00 |
| Net Profit (Loss) before Tax |
(508.48) |
(0.15) |
| Less: Provisions of Tax |
0.00 |
0.00 |
| Deferred Tax |
0.00 |
0.00 |
| Income Tax for Earlier years |
0.00 |
0.00 |
| Net Profit /(Loss) after tax |
(508.48) |
(0.15) |
| Other Comprehensive Income |
0 |
0.00 |
| Balance of Profit/(Loss) |
(508.48) |
(0.15) |
OPERATIONS AND PERFORMANCE
During the year Company has Net Loss of Rs 508.48 Lakhs (Previous year Loss of Rs. 0.15
Lakhs)
DIVIDEND
With a view to conserve resource for the companys business activities, loss and
requirement of the working capital, Directors regret to recommend any dividend on Equity
Shares for the year.
TRANSFER TO RESERVES
No amount is proposed to be transferred to reserves during the year under review.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
The Company has no changed its Nature of Business during the financial year.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial position of the
Company which have occurred after March 31, 2023 till date of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Attached and marked as "Annexure-1"
SEGMENT WISE OR PRODUCT WISE PERFORMANCE
The Company operates in single segment
PRESENTATION OF FINANCIAL STATEMENTS
The financial performance of the Company for the year 2022-23 is described in the
Directors Report under the head Financial Performance of the Company
DEPOSIT
The Company has not accepted any deposits to which provisions of Section 73 and 76 of
the Companies Act, 2013 and Rules made there under. There were no unclaimed or unpaid
deposits as on 31st March, 2023.
AUDITORS AND THEIR REPORTS:
A. STATUTORY AUDITOR:
M/s Verma S & Associates, Chartered Accountants have tendered their resignation as
Statutory Auditors w.e.f. 15-04-2023 citing reasons that due to Due to pre-occupation of
work they are unable to continue. This has resulted into a casual vacancy in the office of
Statutory Auditors of the Company as envisaged by Section 139(8) of the Companies Act,
2013. Casual vacancy caused by the resignation of auditor shall be approved by the
shareholders in General Meeting within three months from the date of recommendation of the
Board of Directors of the Company.
The Board of Directors of the Company recommended the appointment of M/s V S S B &
Associates, Chartered Accountants (Firm Registration No. 121356W) as the Statutory
Auditors of the Company to fill the casual vacancy caused by the resignation of M/s S M M
P & Company Accordingly, shareholders approval by way of ordinary resolution is
sought.
M/s. V S S B & Associates, Chartered Accountants (Firm Registration No. 121356W),
have conveyed their consent for being appointed as the Statutory Auditors of the Company
along with a confirmation that, their appointment, if made by the members, would be within
the limits prescribed under the Companies Act, 2013 and shall satisfy the criteria as
provided under section 141 of the Companies Act, 2013
M/s. V S S B & Associates appointed as Statutory Auditor of the company to conduct
the audit for the period ended as on 31st March 2023, and was eligible to hold the office
as Statutory Auditor from the conclusion of the Extra-Ordinary General Meeting till the
conclusion of ensuing Annual General Meeting.
In this AGM, it is proposed to appoint M/s. V S S B & Associates from the
conclusion of Annual General Meeting for a period of five years (01-04-2023 to
31-03-2028).
SHARE CAPITAL
During the year under review, your Company has not issued any shares. Consequently, the
Authorized Share Capital of the Company is Rs. 75,00,00,000/- comprising of 7,50,00,000
equity share of Rs.10/- each and the issued, subscribed and paid-up Share Capital of the
Company is Rs. 71,28,78,930/- comprising of 7,12,87,893 equity share of Rs.10/- each fully
paid up as at 31st March, 2023.
FACILITY OF DEMATERIALIZATION
Your Company has obtained the ISIN INE008M01044 from both the depositories i.e., CDSL
and NSDL to facilities its shareholder to dematerialize their physical shares in to Demat
Mode.
BOARD & COMMITTEES:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and
Articles of Association of the Company, Mr Rajeshbhai Haribhai Ruparelia [DIN 06546212]
Director of the Company, retires by rotation at the ensuing Annual General Meeting and
being eligible has offered himself for re-appointment.
S.N. |
Name of Director/KMP |
Designation |
Date of appointment/Change in Designation / Resignation |
Remarks (if any) |
| 1. |
Nirbhaybhai Dave |
Chief Financial Officer (CFO) |
27-12-2022 |
Resign |
| 2. |
Dipen Dalal |
Company Secretary and Compliance Officer |
27-12-2022 |
Appoint |
| 3. |
Mendapara Semalbhai |
Independent Director |
17-01-2023 |
Appoint |
| 4. |
Riya Makwana |
Independent Director |
17-01-2023 |
Resign |
| 5. |
Dipen Dalal |
Company Secretary and Compliance Officer |
01-04-2023 |
Resign |
| 6. |
Ganesh Shankar |
Independent Director |
17-01-2023 |
Resign |
|
Budbadkar |
|
|
|
| 7. |
Sneha Rupesh Talreja |
Independent Director |
17-01-2023 |
Resign |
| 8. |
Vijay Patni |
Executive Additional Director |
15-02-2023 |
Appoint |
| 9. |
Mendapara Semalbhai |
Independent Director |
08-05-2023 |
Resign |
BOARD MEETINGS
During the year Nine (9) meetings of the board of directors were held on the following
dates i. e. 30-05-2022, 13-08-2022, 14-11-2022, 27-12-2022, 04-01-2023, 06-01-2023,
17-01-2023, 14-02-2023 and 15-02-2023. The Company has adhered to the timeline of gap
required to be maintained between each of the Board meetings as prescribed under the
Companies Act, 2013.
The details of the meeting of the Board held and attached during the Financial Year
2022-2023 is as under:
Name of the Director |
Number of Board Meetings held |
Number of Board Meetings attended |
Attended last AGM |
| Rajeshbhai Haribhai Ruparelia |
9 |
9 |
Yes |
| Riyaben Makwana |
2 |
2 |
Yes |
| Vijaybhai Rameshbhai Patni |
0 |
0 |
Yes |
| Mendapara Semalbhai |
2 |
2 |
No |
| Sneha Rupesh Talreja |
6 |
6 |
No |
| Ganesh Shankar Budbadkar |
6 |
6 |
No |
DIRECTORSHIP AND COMMITTEE MEMBERSHIP IN OTHER COMPANIES
None of the directors holds office as a director, including as alternate director, in
more than twenty companies at the same time. None of them has directorships in more than
ten public companies. For reckoning the limit of public companies, directorship of private
companies that are either holding or subsidiary companies of a public company are
included.
As per the declarations received, none of the directors serve as an independent
director in more than seven listed companies and director in more than eight listed
Companies.
None of the directors was a member in more than ten committees, nor a chairman in more
than five committees across all companies, in which he was a director. For the purpose of
considering the limit of the committees on which a director can serve, all public limited
companies, whether listed or not, have been included and all other companies including
private limited companies, foreign companies and companies under section 8 of the
Companies Act, 2013 have been excluded.
INDEPENDENT DIRECTORS MEETING
As per Para VII (1) of Schedule IV to the Companies Act 2013, Independent Directors
(IDs) are required to hold at least one meeting without the attendance of non-independent
directors and members of management. During the FY 2022-23 Independent Directors meeting
was held on 17th January, 2023.
AUDIT COMMITTEE
The Company has constituted an Audit Committee as required under Section 177 of the
Companies Act, 2013 read with regulation 18 of the SEBI (Listing Obligation &
Disclosure Requirements) Regulations, 2015 with Stock Exchange.
As on the end of Financial Year 2022-23 Audit Committee comprises of three Directors as
under:
S.N. |
Name of Person |
Designation |
1. |
Riyaben Makwana Non-Executive Independent Director |
Chairperson |
2. |
Rajeshbhai Ruparelia Non-Executive Non-Independent Director |
Member |
3. |
Mendapara Semalbhai Non-Executive - Independent Director |
Member |
During the year under review, the 5 Audit Committee was held during Financial Year
2022-23. The dates on which the said meetings were held are 30-05-2022, 13-08-2022,
14-11-2022, 27-12-2022, 04-01-2023, 06-01-2023, 17-01-2023, 14-02-2023 and 15-02-2023.
Members of the Audit Committee have requisite financial and management expertise. Audit
Committee of the Board of Directors is entrusted with the responsibility to supervise the
Companys internal financial controls and financial reporting process. The Composition and
quorum are in accordance with Section 177(8) of the Companies Act, 2013. All members of
the Audit Committee possess financial/accounting expertise/exposure.
Functions of the Audit Committee:
The Audit Committee, while reviewing the Annual Financial Statement also review the
applicability of various Accounting Standards (AS) referred to in Section 133 of the
Companies Act, 2013. Compliance of the Accounting Standard as applicable to the Company
has been ensured in the preparation of the Financial Statement for the year ended 31st
March, 2023.
The Audit Committee also oversees and reviews the functioning of Vigil Mechanism
(implemented in the Company as a Risk Management Policy and Whistle Blower Policy) and
review the finding of investigation in the cases of material nature and the action taken
in respect thereof.
NOMINATION AND REMUNERATION COMMITTEE
The Company has constituted a Nomination and Remuneration Committee as required under
Section 178 of the Companies Act, 2013 read with regulation 19 of the SEBI (Listing
Obligation & Disclosure Requirements) Regulations, 2015.
As on the end of Financial Year 2022-23 Nomination and Remuneration Committee comprises
of three Directors as under:
S.N. |
Name of Person |
Designation |
1. |
Rajeshbhai Ruparelia Non-Executive Non-Independent Director |
Chairperson |
2. |
Riyaben Makwana Non-Executive Independent Director |
Member |
3. |
Mendapara Semalbhai Non-Executive - Independent Director |
Member |
MEETING AND ATTENDANCE:
The Nomination and Remuneration Committee met Eight (8) times during the Financial Year
2022-23.
The dates on which the said meetings were held are 30-05-2022, 13-08-2022, 14-11-2022,
04-01-2023, 06-01-2023, 17-01-2023, 14-02-2023 and 15-02-2023.
STAKEHOLDER RELATIONSHIP COMMITTEE
The Company has constituted a qualified Stakeholder Relationship Committee as required
under Section 178 of the Companies Act, 2013 and applicable rules thereto and as per
Regulation 20 of SEBI (LODR), Regulations, 2015.
As on the end of Financial Year 2022-23 Stakeholder Relationship Committee comprises of
three Directors as under
S.N. |
Name of Person |
Designation |
1. |
Vijaybhai Patni Executive Non-Independent Director |
Chairperson |
2. |
Rajeshbhai Ruparelia Non-Executive Non-Independent Director |
Member |
3. |
Riyaben Makwana Non-Executive Independent Director |
Member |
MEETINGS AND ATTENDANCE
The Stakeholder Relationship Committee met Eight (8) times during the Financial Year
2022-23.
The dates on which the said meetings were held are 30-05-2022, 13-08-2022, 14-11-2022,
04-01-2023, 06-01-2023, 17-01-2023, 14-02-2023 and 15-02-2023.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Considering the lower turnover, net worth and net profit of the Company, provision of
Section 135 of the Companies Act, 2013 is not applicable to your Company, hence it is not
required to formulate Corporate Social Responsibility policy during the year 2022-23.
COST AUDIT
The Cost Audit is not applicable to the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As the Company is not engaged in any manufacturing activities and there was no
technology absorption and no foreign exchange earnings or outgo, during the year under
review. Hence, the information as required under Section 134(3) (m) of the Companies Act,
2013 read with The Companies (Accounts) Rules, 2014 is to be regarded as Nil.
RELATED PARTY TRANSACTIONS
All Related Party Transactions (RPTs) which were entered into during the financial year
were on an arms length basis and were in the ordinary course of business and did not
attract provisions of section 188 of the Companies Act, 2013 and were also not material
RPTs under regulation 23 of the SEBI Listing Regulations, 2015. During the year 2022-23,
as required under section 177 of the Companies Act, 2013 and regulation 23 of the SEBI
Listing Regulations, 2015, all RPTs were placed before the Audit Committee for approval.
There were no transactions entered into with related parties, during the period under
review, which may have had any potential conflict with the interests of the Company.
Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)
(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.
SUBSIDIARY COMPANY:
As on March 31, 2023, the Company does not have any subsidiary.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED
However, the Company has not made/given loans, guarantees or provided securities to
other bodies corporate or persons falling under the provisions of section 186 of the Act
during the year 2022-23.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT 2013
Your Company is committed to provide a safe & conducive work environment to its
employees and has formulated ‘Policy for Prevention of Sexual Harassment to
prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the
procedure for the redressal of complaints pertaining to sexual harassment, thereby
providing a safe and healthy work environment. During the year under review, no case of
sexual harassment was reported. Policy is available on the website of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 134(3) (c) of the Companies Act, 2013 with respect to the
Directors
Responsibility Statement, it is hereby confirmed:
i) That in preparation of Annual Accounts for the Year ended 31st March,
2023, 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 state of affairs of the Company at the end of the Financial
Year and of the profit of the Company for that period.
iii) 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 Annual Accounts on a going concern basis.
v) The Directors had laid down Internal Financial Control to be followed by the Company
and such internal financial controls are adequate and were operating effectively.
vi) The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such system was adequate and operating effectively.
INDIAN ACCOUNTING STANDARDS
Our company has adopted Indian Accounting Standard (Ind AS) notified by MCA and the
relevant provision of the Companies Act, 2013 and the general circulars issued by the
Ministry of Corporate Affairs from time to time. The significant accounting policies which
are consistently applied have been set out in the notes to the Financial Statements.
SECRETARIAL STANDARDS OF ICSI
Pursuant to the approval given on 10 April 2015 by the Central Government to the
Secretarial Standards specified by the Institute of Company Secretaries of India, the
Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings
(SS-2) came into effect from 1 July 2015. The Company is in compliance with the same.
DETAILS OF NON-COMPLIANCE/ PENALTIES/ STRICTURES IMPOSED ON THE COMPANY BY THE
STATUTORY AUTHORITIES:
The Company has complied with the requirements of the Stock Exchanges, Securities and
Exchange Board of India and other statutory authorities on all matters relating to capital
markets during the last three years and no penalties or strictures have been imposed on
the Company by any Stock Exchange, Securities and Exchange Board of India or other
statutory authorities.
MAXIMUM TENURE OF INDEPENDENT DIRECTORS
The maximum tenure of independent directors is in accordance with the Companies Act,
2013 and regulation 25(2) of the SEBI Listing Regulations, 2015.
PERFORMANCE EVALUATION
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and as per
Regulation 17 of Securities Exchange Board of India (Listing obligations & Disclosure
Requirements) Regulations, 2015, the Board has carried out annual performance evaluation
of its own performance, the directors individually as well as evaluation of working of
committees of Board of Directors.
Independent Directors, being evaluated by entire board except of Director being
evaluated, on meeting their obligations connected with their independence criteria as well
as adherence with the requirements of professional conduct, roles, functions and duties
specifically applicable to Independent Directors as contained in Schedule IV to the
Companies Act, 2013.
Chairman and other Non-Independent Directors were being evaluated by Independent
Director, who also reviewed the performance of secretarial department. Performance
evaluation of the Committees and that of its members in effectively discharging their
duties, were also being carried out by board.
APPRECIATIONS AND ACKNOWLEDGEMENTS
The Board of directors places on record its sincere appreciation for the dedicated
efforts put in by all employees, their commitment and contribution at all levels, in most
difficult and challenging environment during the year. Your directors would like to record
their sincere appreciation for the support and co-operation that your Company received
from business associates and other strategic partners of the company.
Your directors wish to place on record their sincere appreciation and thanks for the
valuable cooperation and support received from the Registrar of Companies, Maharashtra,
Regional Director,
Western Region, Ministry of Company Affairs, Companys bankers, financial institutions,
Regulatory
Authorities, Stock Exchanges and shareholders at large and look forward to the same in
greater measure in the coming years.
Your directors also wish to place on record their appreciation of the devoted services
of the companys employee, which have in great way contributed to the Companys progress.
By Order of the Board
For Veronica Production Limited
Vijaybhai Patni
Director
DIN: 09675100
Date: 14th August, 2023
Place: Ahmedabad, Gujarat
+91-9892691696
