veeram ornaments ltd share price Directors report

To,

The Members,

Your Directors present the 12 ^th Annual Report and the Companys Audited Financial Statement for the financial year ended, 31^st March, 2023.

FINANCIAL RESULTS

The Companys financial performance for the year under review along with previous year figures is given hereunder:

(Amount in Rs. In Lakhs)

PARTICULARS	2022-2023	2021-2022
Income for the year	1884.85	2051.50
Operating & Administrative expenses	1647.90	1596.18
Profit before Financial Charges, Depreciation and Taxation	236.94	455.32
Less: Financial Charges	0.03	0.09
Profit before Depreciation and Taxation	236.91	455.23
Less: Depreciation	5.01	6.71
Net Profit/(loss) before tax	231.9	448.52
Less: Current tax	53.00	50.00
Deferred Tax	-	-
Net Profit/(Loss)after tax	178.9	398.52
EPS	1.18	3.95

OPERATION & REVIEW

To receive, consider and adopt the audited Balance Sheet as at 31st March, 2023 and Statement of Profit & Loss together with Notes forming part thereto ("Financial Statement") for the year ended on 31st March, 2023 and Report of the Board of Directors and Auditors thereon. Total Revenue from operation of the company is Rs. 18,68,19,504 and the net Profit after tax is Rs. 1,78,90,132/- for the Financial year 2022-23.

DIVIDEND

No Dividend was declared for the current financial year by the Company during the year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to General Reserves Account.

CHANGE IN THE NATURE OF THE BUSINESS

During the year, there is no change in the nature of the business of the Company. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sr no	Name of Director/KMP	Designation
1.	Mr. Girdharilal Pamnani*	Director
2.	Mr. Mahendra Ramniklal Shah	Chief Financial Officer
3.	Mr. Mahendra Ramniklal Shah	Managing Director
4.	Mrs. Pinal Rakshitbhai Shah	Director
5.	Mr. Rajeshbhai Shah	Director
6.	Mr. Rakshit Mahendra Shah	Director
7.	Mr. Sanjay Vibhakar*	Independent Director
8.	Mr. Umesh Gor*	In dependent Director
9.	Mr. Virendra Mahasuklal Thaker*	In dependent Director
10.	Mr. Manohar Chunara*	Independent Director
11.	Nimisha Sharma*	Company Secretary
12.	Manju Singh	Company Secretary

Details of Changes in the Management of the Company:

• During the year under review Mr. Manoharbhai Bharatbhai Chunara was appointed as an Additional Independent Director w.e.f. 01^st October 2022.

• During the year under review Board of Directors in the meeting held on 23^rd August 2022 appointed Mr. Umesh Gor as Independent Director of the Company.

• During the year under review the Board had appointed Mr. Virendra Mahasuklal

Thaker as an additional Independent director w.e.f 14^th December, 2021.

[Mr. Virendra Mahasuklal Thaker was regularized in the Extra Ordinary General Meeting held on 1^st Day of April 2022 and was appointed till the date of ensuing Annual general Meeting].

• During the year under review, Mr. Girdharilal Pamnani was appointed as Executive Director w.e.f. 25^th July 2022.

• Nimisha Sharma resigned from the post of Company Secretary of the Company w.e.f. 21^st December 2022.

• Manju Singh was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 14^th February 2023.

• Manju Singh resigned from the post of Company Secretary of the Company w.e.f. 08^th

July 2023.

Further there was no change in the Board of Director of the Company except above changes. DECLARATION BY INDEPENDENT DIRECTORS

Declaration from all the independent directors has been received that they meets the criteria ofindependence as provided in Section 149(6) of the Companies Act, 2013.

NUMBER OF BOARD MEETINGS

During the Year under the review the Board of Directors met 5 (Five) times, Details of the Meetings are as under.

Board Meetings held during the Year

Date on which the Board Meetings were held	Total Strength of the Board	No of directors present
30-05-2022	6	6
10-08-2022	6	6
23-08-2022	6	6
17-10-2022	6	6
03-02-2023	6	6

ATTENDANCE OF DIRECTORS AT BOARD MEETINGS AND ANNUAL GENERAL MEETING

Name	Category of Directors	Attendance		Directorship in Other Public Companies
		Board	Last AGM
Mahendra Ramniklal Shah	Managing Director	5	Yes	1
Rakshit Mahendra Shah	Director	5	Yes	0
Pinal Rakshitbhai Shah	Director	5	Yes	0
Rajeshbhai Shah	Director	5	Yes	0
Sanjay Chunilal Vibhakar	Independent Director	5	Yes	0
Manoharbhai Bharatbhai Chunara	Independent Director	1	No	0
Girdharilal Pamnani	Director	4	Yes	0
Umeshbhai Rasiklal Gor	Independent Director	2	Yes	4

In respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015 The Boardevaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee. The evaluation covered functioning and composition of the Board and its committees, understanding of the roles and responsibilities, experience, competencies, participation at the Board and Committee meetings, corporate governance practices etc. Evaluation of the Board and its compositions was carried out through a defined process covering the areas of the Boards functioning viz. composition of the Board and Committees, understanding of roles and responsibilities, experience and competencies, contribution at the meetings etc.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 stateof affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(f) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the secretarial standard applicable to it.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference to Financial Statements.The Board has inter alia reviewed the adequacy and effectiveness of the Companys internal financial controls relating to its financial statements. During the year, such Controls were tested and no reportable material weakness was observed.

RISK MANAGEMENT

Business risk evaluation and management is ongoing process within the Company. The Assessment is periodically examined by the Board.

CHANGE IN CAPITAL SRUCTURE OF COMPANY

During the year under review, The Authorized Share Capital of the Company was increased to Rs. 20,04,00,000 further an allotment Bonus Shares was made by the Company worth Rs. 5,04,27,235 was made by the Company accordingly the paid up share capital of the Company was increased to 15,12,81,704.

MATERIAL CHANGES AND COMMITMENTS, IF ANY

During the year under the review there are No other material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statements relate on the date of this report.

ANNUAL RETURN

Annual Return as required under section 134(3)(a) read with Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, is available on the website of the company at www.veeramsecuritiesltd.com

AUDITORS AND THEIR REPORT STATUTORY AUDITOR

Pursuant to the provisions of Sections 139, 142 and all other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof) and pursuant to the recommendations of the Audit Committee and the Board of Directors, M/s. Bhagat & Co (ICAI Firm Registration No. 127250W), be and are hereby re-appointed as Statutory Auditors of the Company for term of 5 (five) years, to hold office from the conclusion of this Annual General Meeting till the conclusion of the 16^th Annual General Meeting to be held in the year 2027, with no further need for ratification at every Annual General Meeting to be held during the said period." The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company. Necessary resolution for appointment of the said Auditors is included in the Notice of AGM for seeking approval of members The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

SECRETARIAL AUDITOR

In terms of Section 204 of the Act and Rules made there, Practicing Company Secretary have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed to this report as Annexure-A. The report is self-explanatory.

DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of rule (9) of the Companies (Accounts) Rules, 2014 The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year, the Company has not given any loan, guarantee or provided security in connection with the loan to any other body corporate or person or made any investments hence no particulars of the loans, guarantees or investments falling under the provisions of Section 186 of the Companies Act, 2013 are provided by the Board.

RELATED PARTY TRANSACTIONS

During the year under review, contracts or arrangements entered into with the related party, as defined under section 188 of the companies Act, 2013 were in ordinary course of business and on arms length basis. Details of the transactions pursuant to compliance of section 134(3)(h) of the companies act, 2013 and rule 8(2) of the companies (Accounts) Rule, 2014 are annexed herewith as per "Annexure - B". However, there are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There is no significant and material order was passed by regulators or courts or tribunals impacting the going concern status and companys operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY:

I. the steps taken or impact on conservation of energy : Nil

II. the steps taken by the company for utilising alternate sources of energy : None

III. the capital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION:

I. the efforts made towards technology absorption: None

II. The benefits derived like product improvement, cost reduction, product development or importsubstitution: None

III. In case of imported technology (imported during the last three years reckoned from the beginningof the financial year)-

a) The details of technology imported: None

b) The year of import: N.A

c) Whether the technology been fully absorbed: N.A.

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A.

e) The expenditure incurred on Research and Development: Nil

C. There was no foreign exchange inflow or Outflow during the year under review.

AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS RELATIONSHIP COMMITTEE/ SEXUAL HARASSMENTCOMMITTEE

Audit Committee Constitution & Composition of Audit Committee:

Our Company has formed the Audit Committee vide resolution passed in the meeting of Board of Directors held on 29th July,2016 and further amended as per the applicable provisions of the Section 177 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 18 of SEBI Listing Regulations (applicable upon listing of Companys Equity Shares). The composition of the Audit Committee and details of meetings attended by the members of the Audit Committee are given below:

Whether the Audit Committee has a Regular Chairperson

Yes

 

Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Number of Meetings held during the period
					Held	Attended
1	09204789	SANJAY CHUNILAL VIBHAKAR	Non-Executive - Independent Director	Chairperson	5	5
2	02757368	UMESHBHAI RASIKLAL GOR	Non-Executive - Independent Director	Member	2	2
3	03461560	RAKSHIT MAHENDRA SHAH	Non-Executive - Non Independent Director	Member	5	5
4	00065924	VIRENDER THAKER	Non-Executive- Independent Director	Member	2	2

VIGIL MECHANISM:

Your Company is committed to highest standards of ethical moral and legal business conduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination harassment victimization or any other unfair practice being adopted against them.

Nomination and Remuneration Committee:

Constitution & Composition of Remuneration Committee:

Our Company has formed the Nomination and Remuneration Committee as per Section 178

and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 19 of SEBI Listing Regulations (applicable upon listing of Companys Equity Shares). The Nomination and Remuneration Committee comprises the following members:

Sr No.	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Number held during of Meetings the period
					Held	Attended
1	09204789	SANJAY CHUNILAL VIBHAKAR	Non-Executive - Independent Director	Chairperson	3	3
2	06799639	PINAL RAKSHITBHAI SHAH	Non-Executive - Non Independent Director	Member	3	3
3	08845586	UMESHBHAI RASIKLAL GOR	Non-Executive- Independent Director	Member	3	2

The Policy of nomination and Remuneration committee has been place on the website of the company at www.veeramsecuritiesltd.com and the salient features of the same has been disclosed under "Annexure - C"

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Constitution & Composition of Stakeholders Relationship Committee:

Our Company has formed the Stakeholders Relationship Committee as per Section 178 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 20 of SEBI Listing Regulations (applicable upon listing of Companys equity shares) vide board resolution dated 29th July, 2016.

The constituted Stakeholders Relationship Committee comprises the following members:

Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Number of Meetings held during the period
					Held	Attended
1	09204789	SANJAY CHUNILAL VIBHAKAR	NonExecutive - Independent Director	Chairperson	1	1
2	06799639	PINAL RAKSHITBHAI SHAH	NonExecutive - Non Independent Director	Member	1	1
3	08845586	UMESHBHAI RASIKLAL GOR	Non Executive- Independent Director	Member	1	1

SEXUAL HARASSMENT COMMITTEE:

Constitution & Composition of Sexual Harassment Committee:

The Sexual Harassment Committee was constituted by the Board of Directors at the meeting held on 31st July, 2018 in compliance with the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013.

Name	Designation	Category	Number of Meetings held during the year
			Held	Attended
PINAL R SHAH	Chairperson	Non-Executive- Director	1	1
SANJAY CHUNILAL VIBHAKAR	Member	Non-Executive- Independent Director	1	1
UMESHBHAI RASIKLAL GOR	Member	Non-Executive- Independent Director	1	1

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis Report as Required under Regulation 34 and Schedule V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the companies current working and future outlook of as per "Annexure - D"

CORPORATE GOVERNANCE

Since the Companys Securities are not listed during the year under review, Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, Report on Corporate Governance is applicable to Our Company; hence Company has obtained a Certificate from a Practicing Company Secretaries certifying the same.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review.

Your Directors also acknowledges gratefully the shareholders for their support and confidence reposedon your Company.

PLACE: AHMEDABAD

DATE: 06-09-2023

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
S/d	S/d
Mahendra Ramniklal Shah	Rakshit Mahendra Shah
Managing Director	Director
(DIN:03144827)	(DIN: 03461560)