To
The Members of the Company
Your Directors hereby have tremendous pleasure in presenting 06th Annual
Report on the business and operations of the Company together with the Audited Financial
Statements for the year ended 31st March, 2023.
1. FINANCIAL HIGHLIGHTS (C in Lakhs)
Sl. No |
Particulars |
Current year ended 31st March, 2023 |
Previous year ended 31st March, 2022 |
| 1. |
Total Revenue (Net) |
38,336.34 |
3,535.21 |
| 2. |
Other Income |
1.02 |
- |
| 3. |
Total Income |
38,337.36 |
3,535.21 |
| 4. |
Profit before Depreciation & Amortization |
11,928.08 |
1,204.16 |
| 5. |
Less : Depreciation and Amortizationv Expenses |
210.03 |
9.66 |
| 6. |
Finance Cost |
- |
- |
7. |
Profit before Tax |
11,718.05 |
1,194.50 |
| 8. |
Less: Provision for Tax |
3,171.61 |
354.31 |
| 9. |
MAT Credit Entitlement |
- |
- |
10. |
Profit after Tax |
8,546.44 |
840.19 |
11. |
Interim Dividend |
301.54 |
- |
12. |
Profit for the year |
8,244.89 |
840.19 |
13. |
Earnings per share (EPS) |
|
|
|
Basic |
82.03 |
15.90 |
|
Diluted |
82.03 |
15.90 |
2. REVIEW OF OPERATIONS
During the year under review, the Company's Revenue from Operations stood at C
38,336.00 Lakhs compared to C 3,535.21 Lakhs in the previous year. The Net Profit for the
year stood at C 8,546.44 Lakhs as against C 840.19 Lakhs reported in the Previous Year.
3. CHANGE IN MANAGEMENT AND CONTROL
In view of the appointments and resignation of Directors in the Board of the Company,
following is the revised Composition of the Board;
Sr No. |
Name of the Directors |
Designation |
DIN/PAN |
Status |
| 1. |
Harshawardhan Hanmant Sabale |
Managing Director |
00168418 |
Promoter/ Chairman |
| 2. |
Pratik Surendrakumar Shah |
Non-Executive |
08233777 |
Independent Director |
| 3. |
Nidhi Jain |
Non-Executive |
09184058 |
Independent Director |
| 4. |
Harshita Singhal |
Non-Executive |
09592544 |
Independent Director |
| 5. |
Fahim Iunus Shaikh |
Executive |
09588116 |
Non Promoter |
| 6. |
Kalpesh Anil Acharekar |
Non Executive Non-Independent |
09588277 |
Non Promoter |
| 7. |
Vinayak Vasant Jadhav |
Executive |
09588333 |
Non Promoter |
4. DIVIDEND AND RESERVES
The Company recommended / declared dividend as under:
FY 2022-23
|
Dividend Per Share |
Dividend Payout |
Particulars |
(in Lakh ) |
( In Lakhs) |
| Interim Dividend |
3.00 |
301.54 |
| Final Dividend* |
3.50 |
703.60 |
| Payout ratio (interim dividend+ Final dividend) |
11.76% |
- |
Note: The Company declares and pays dividend in Indian rupees. Companies are required
to pay / distribute dividends after deducting applicable withholding income taxes. The
remittance of dividends outside India is governed by Indian law on foreign exchange and is
also subject to withholding tax at applicable rates.
*Recommended by the Board of Directors, at its meeting held on April 28, 2023. The
payment is subject to the approval of the shareholders at the ensuing AGM of the Company.
The payment is subject to the approval of the shareholders at the ensuing AGM of the
Company. After that Company has announced Stock Split from C10/- to C 5/- per share,
therefore the rate of divided per share is adjusted accordingly while keeping the overall
amount of dividend payment same.
5. SHARE CAPITAL OF THE COMPANY
During the year Company has increased its Authorized Share Capital in the manner set
forth below:
|
Particulars of Change |
Date of Shareholders' Meeting |
AGM / EGM |
From |
To |
|
|
C11,00,00,000 consisting of 1,10,00,000 equity shares of C 10.00 each |
C 11,50,00,000 consisting of 1,15,00,000 equity shares of C 10.00 each |
04/06/2022 |
EGM |
C11,50,00,000 consisting of 1,15,00,000 equity shares of C 10.00 each |
C 21,50,00,000 consisting of 2,15,00,000 equity shares of C 10.00 each |
11/02/2023 |
EGM |
During the year Company has increased its Paid Up Capital in the manner set forth
below: PRE-IPO PLACEMENT
Date of Allotment |
No of Equity Shares |
Issue Price |
Cumulative number of Equity Shares |
Cumulative paid-up Equity Share capital (_) |
| 26/07/2022 |
3,00,000 |
99/- |
66,51,434 |
6,65,14,340.00 |
| 13/08/2022 |
55,550 |
99/- |
67,06,984 |
6,70,69,840.00 |
| 01/09/2022 |
2,17,000 |
99/- |
69,23,984 |
6,92,39,840.00 |
| 06/09/2022 |
1,27,450 |
99/- |
70,51,434 |
7,05,14,340.00 |
IPO
Date of Allotment |
No of Equity Shares |
Issue Price |
Cumulative number of Equity Shares |
Cumulative paid-up Equity Share capital (_) |
| 22/09/2022 |
3,000,000 |
122/- |
100,51,434 |
10,05,14,340.00 |
Listing of Shares on SME exchange of NSE
Your directors are pleased to inform you that the Company's securities have been listed
on SME Exchange of NSE Limited from 27th September, 2022.
6. MANAGEMENT DISCUSSIONS AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the Company, as
required under Regulation 34 read with Schedule V of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter
referred to as 'Listing Regulations') and as approved by the Board of Directors, is
provided in a separate section and forms an integral part of this Report.
7. ANNUAL RETURN
The Annual Return of the Company will be placed on the website of the company pursuant
to the provisions of Section 92 read with Rule 12 of the Companies (Management and
Administration) Rules 2014, the web link of the same is at https://varanium.cloud/
8. PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposits within the
meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of
Deposits) Rules, 2014.
9. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statement in terms of Section 134(3)
(c) of the Companies Act, 2013:
a. That in the preparation of the Annual Accounts for the year ended 31st
March, 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any; b. That 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 state of affairs
of the company at the end of the financial year and of the profit of the company for that
period; c. 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; d. The Annual Accounts have been prepared on a going concern basis;
e. That the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and f. That the directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
10. CORPORATE GOVERNANCE REPORT
As per the provisions of Regulation 15(2) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions
related to Corporate Governance as specified in Regulations 17, 18, 19, 20, 21,22, 23, 24,
25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and
E of Schedule V shall not apply to a listed entity being listed on SME Exchange of NSE.
Thereby presently the Company is not required to comply with the above provisions of
Corporate Governance.
Accordingly, the Report on Corporate Governance and Certificate regarding compliance of
conditions of Corporate Governance are not made a part of the Annual Report.
11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO
Details regarding Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo are stated below:
Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:
A. Conservation of Energy a. Steps taken or impact on conservation of energy –
The Operations of the Company do not consume energy intensively. However, the Company
continues to implement prudent practices for saving electricity and other energy resources
in day-to-day activities. b. Steps taken by the Company for utilizing alternate sources of
energy – Though the activities undertaken by the Company are not energy intensive,
the Company shall explore alternative sources of energy, as and when the necessity arises.
B. Technology Absorption a. The efforts made towards technology absorption
– The Company continues to take prudential measures in respect of technology
absorption, adaptation and take innovative steps to use the scarce resources effectively.
b. In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year) – Not Applicable C. The Particulars of Foreign
Exchange and Outgo for the year under review are: (C . in Lakhs)
Particulars |
Year Ended 31st March, 2023 |
Year Ended 31st March, 2022 |
| Foreign Exchange Earning |
32,622.37/- |
3,077.43/- |
| Foreign Exchange Outgo |
Nil |
Nil |
12. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
During the year under review, no employee was in receipt of remuneration exceeding the
limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule
5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The necessary disclosure with respect to the remuneration of Directors and employees as
required under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as
Annexure –I to this Report.
13. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:
As required by Regulation 34(2) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Cash Flow Statement is
appended. As the Company does not have any Subsidiary Company or Associate Company or
Joint Venture Company, it is not required to publish Consolidated Financial Statement.
14. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed under section
149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board received a declaration from all the directors under Section 164 and other
applicable provisions, if any, of the Companies Act, 2013 that none of the directors of
the company is disqualified under the provisions of the Companies Act, 2013
("Act") or under the SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2015.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board received a declaration from all the directors under Section 164 and other
applicable provisions, if any, of the Companies Act, 2013 that none of the directors of
the company is disqualified under the provisions of the Companies Act, 2013
("Act") or under the SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2015.
(I) Appointment & Resignation of Directors
During the financial year 2022-23, there was a change in the board of directors of the
company. Accordingly, at present, the structure of Board of Directors is as follows:
Sr. No. |
Designation |
Name of Directors |
| 1. |
Non - Executive Director |
Mr. Kalpesh Anil Acharekar (w.e.f 27/04/2022) |
| 2. |
Executive Director |
Mr. Fahim Iunus Shaikh (w.e.f. 27/04/2022) |
| 3. |
Executive Director |
Mr. Vinayak Vasant Jadhav (w.e.f 27/04/2022) |
| 4. |
Independent Director (Non-Executive) |
Ms. Harshita Singhal (W.e.f. 20/05/2022) |
| 5. |
Independent Director (Non-Executive) |
Mr. Pratik Surendrakumar Shah (w.e.f. 20/05/2022) |
| 6. |
Independent Director (Non-Executive) |
Ms. Nidhi Jain (w.e.f. 20/05/2022) |
| 7 |
Managing Director |
Mr. Harshawardhan Hanmant Sabale (As an MD w.e.f. 01/05/2022) |
(II) Retirement by Rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013 read with
Companies (Management & Administration) Rules, 2014 and Articles of Association of the
Company, FAHIM IUNUS SHAIKH (DIN: 09588116), Director of the Company, retires by roWtation
at the ensuing Annual General Meeting and being eligible, has offered himself for
reappointment and your Board recommends his re- appointment.
(III) Key Managerial Personnel
During the year under review, there was change in Key Managerial Personnel of the
company and accordingly, at present, the following are the Key Managerial Personnel of the
company:
Sr. No. Designation |
Name of Directors |
| 1. Managing Director |
Mr. Harshawardhan Hanmant Sabale (as an MD w.e.f. 01/05/2022) |
| 2. Company Secretary & Compliance Officer (CS) |
Ms. Hetal Harshal Somani (w.e.f 02/08/2021) |
| 3. Chief Financial Officer (CFO) |
Mr. Mukundan Raghavan (w.e.f 13/05/2022) |
17. MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss and decide on Company / business policy
and strategy apart from other Board business. A tentative annual calendar of the Board and
Committee Meetings is informed to the Directors in advance to facilitate them to plan
their schedule and to ensure meaningful participation in the meetings.
The notice of meeting of Directors and Committees is given well in advance to all the
Directors of the Company. The agenda of the Board / Committee meetings is circulated not
less than 7 days prior to the date of the meeting. The agenda for the Board and Committee
meetings includes detailed notes on the items to be discussed at the meeting to enable the
Directors to take an informed decision.
During the year under review, 30 (Thirty) Board Meetings were convened and the
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013.
Name of Director |
Category |
Number of meetings which Director was entitled to attend |
Meetings attended |
| Mr. Harshawardhan Hanmant Sabale |
Managing Director |
30 |
30 |
| Mr. Kalpesh Anil Acharekar |
Non-Executive Director |
28 |
28 |
| Mr. Vinayak Vasant Jadhav |
Executive Director |
28 |
28 |
| Mr. Fahim Iunus Shaikh |
Executive Director |
28 |
28 |
| Ms. Harshita Singhal |
Independent Director |
22 |
10 |
| Mr. Pratik Surendrakumar Shah |
Independent Director |
22 |
5 |
| Ms. Nidhi Jain |
Independent Director |
22 |
5 |
18. SEPARATE MEETING OF INDEPENDENT DIRECTORS
As stipulated by the Code of Independent Directors under Schedule IV of the Companies
Act, 2013, a separate meeting of the Independent Directors of the Company was held on 21st
October, 2022 to review, among other things, the performance of non-independent directors
and the Board as whole, evaluation of the performance of the Chairman and the flow of
communication between the Board and the management of the Company.
19. COMMITTEES OF THE BOARD
The Company's Board has the following Committees:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
i) AUDIT COMMITTEE:
The Board at its Meeting held on 23rd May, 2022 constituted the Audit
Committee.
During the financial year 2022 -2023, (4) meetings of the Audit Committee were held on
21st June, 2022; 06th September,2022; 21st October, 2022;
and 21st January, 2023.
The table below highlights the composition and attendance of the Members of the
Committee. The requisite quorum was present at all the Meetings.
Name of members |
Designation |
Meetings attended |
| Mr. Pratik Surendrakumar Shah |
Chairman |
4 |
| Ms. Nidhi Jain |
Member |
4 |
| Mr. Harshawardhan Hanmant Sabale |
Member |
4 |
The Company Secretary has acted as the Secretary to the Committee.
All the recommendations made by the Audit Committee were accepted by the Board of
Directors.
The terms of reference of the Audit Committee shall include but not limited to the
following: a) To recommend the appointment/re-appointment/ re-placement and terms of
appointment of the Auditors of the Company. b) To review and monitor the Auditor's
independence and performance and effectiveness of the audit process. c) To review with the
Management the Quarterly Financial Results before submission to the Board for approval. d)
Review the adequacy of the internal control system. Finding of any internal investigations
by the internal auditors into matters where there is suspected fraud or irregularity or a
failure of internal control systems of a material nature and reporting the matter to the
Board. e) Approval or any subsequent modification of transactions of the Company with
related parties. f ) Reviewing the Company's risk management policy. g) To scrutinize
inter-corporate loans and investments made by the Company. h) To evaluate the Internal
Financial Controls and Risk Management Systems. i) To carry out valuation of undertakings
and the assets of the Company, wherever it is necessary. j) To review, with the
management, performance of Statutory and Internal Auditors, adequacy of the Internal
Control System. k) To review the functioning of the Whistle Blower Mechanism. l) To
approve appointment of Chief Financial Officer after assessing the qualifications,
experience and background etc. of the candidate. m) To carry out any other function, as
may be assigned to the Audit Committee pursuant to any amendments to the Listing
Regulations and the applicable provisions of the Act. n) To oversee the Company's
financial reporting process and disclosure of the financial information to ensure that the
financial statements are correct, sufficient and creditable. o) To review the following
information/document:
• Management Discussion and Analysis of financial condition and results of
operation;
• Statement of significant related party transactions (as defined by the Audit
Committee), submitted by management;
• Management letter/letters of internal control weakness issued by the Statutory
Auditors;
• Internal audit reports relating to internal control weakness;
• Quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Listing
Regulations.
ii) NOMINATION AND REMUNERATION COMMITTEE
The Board at its Meeting held on 23rd May, 2022 constituted the Nomination
and remuneration Committee (hereinafter referred as "NRC").
During the financial year 2022-23, 2(Two) meetings of NRC were held on 21st
June, 2022, and 21st January, 2023.
The table below highlights the composition and attendance of the Members of the
Committee. The requisite quorum was present at the Meeting.
Name of members |
Designation |
Meetings Attended |
| Ms. Nidhi Jain |
Chairperson |
2 |
| Mr. Pratik Surendrakumar Shah |
Member |
2 |
| Ms. Harshita Singhal |
Member |
2 |
The Company Secretary has acted as the Secretary to the Committee.
The broad terms of reference of the NRC, as approved by the Board, are in compliance
with Section 178 of the Companies Act, 2013 which are as follows:
a) To lay down criteria for determining qualifications, positive attributes and
independence of a Director and recommend to the Board of Directors a policy relating to
the remuneration of the Directors, Key Managerial Personnel and other employees. b) To
formulate a criteria for evaluation of performance of Independent Directors and the Board
of Directors.
c) To recommend remuneration to be paid to a Director for any service rendered by him
to the Company which are of a professional nature and provide an opinion, whether such
Director possesses the requisite qualification for the practice of such profession. d) To
identify persons who are qualified to become Directors and who may be appointed in Senior
Management in accordance with the criteria laid down, and recommend to the Board of
Directors their appointment and removal. e) To decide whether to extend or continue the
term of appointment of the Independent Director, on the basis of the report of performance
evaluation of Independent Directors. f ) To recommend to the Board the appointment and
removal of the Directors, including Independent Directors. g) Carrying out functions as
delegated by the Board of Directors from time to time.
The Board of Directors has framed "Remuneration and Nomination Policy" which
lays down a framework in relation to remuneration of Directors, Key Managerial Personnel
and Senior Management of the Company. This policy also lays down criteria for selection
and appointment of Board Members. The said Policy is annexed herewith as Annexure - II to
this report.
iii) STAKEHOLDERS RELATIONSHIP COMMITTEE
The Board at its Meeting held on 23rd May, 2022 constituted the Stakeholder
Relationship Committee. (hereinafter referred as "SRC")
During the financial year 2022-23, 03 (Three) meetings of SRC were held on 21st
June, 2022, 21st October, 2022, 21st January, 2023.
The table below highlights the composition and attendance of the Members of the
Committee. The requisite quorum was present at the Meeting.
Name of members |
Designation |
Meetings attended |
| Ms. Nidhi Jain |
Chairperson |
3 |
| Mr. Fahim Iunus Shaikh |
Member |
3 |
| Mr. Kalpesh Anil Acharekar |
Member |
3 |
The Company Secretary has acted as the Secretary to the Committee.
Stakeholders Relationship Committee is empowered to oversee the Redressal of
Stakeholders complaints pertaining to transfer of shares, non-receipt of annual reports,
non-receipt of declared dividends, issue of duplicate certificates, transmission /demat /
remat of shares and other miscellaneous grievances.
The detailed particulars of Stakeholders complaints handled by the Company and its
Registrar & Share Transfer Agent during the year 2022-23 are as under:
Nature of complaints |
Opening at the beginning of year |
Received during the year |
Redressed |
Pending at the end of year |
| Non-receipt of Share |
|
|
|
|
| Certificate |
Nil |
Nil |
-- |
Nil |
Non-receipt of Dividend/Interest/ Redemption Warrant |
Nil |
Nil |
-- |
Nil |
| Non-receipt of Annual Report |
Nil |
Nil |
-- |
Nil |
| Others |
Nil |
3 |
3 |
Nil |
| Total |
Nil |
Nil |
-- |
Nil |
20. ANNUAL PERFORMANCE EVALUATION BY THE BOARD
Pursuant to the provisions of the Act and the Listing Regulations, a structured
questionnaire was prepared after taking into consideration the various aspects of the
Board's functioning, composition of the Board and its Committees, culture, execution and
performance of specific duties, obligations and governance. The performance evaluation of
the Directors was completed during the year under review.
The performance evaluation of the Chairman and the Non-Independent Directors was
carried out by the Independent Directors and Non-Executive Director. The Board of
Directors expressed their satisfaction with the evaluation process.
21. DIRECTORS TRAINING AND FAMILIARIZATION
The Company undertakes and makes necessary provision of an appropriate induction
programme for new Director(s) and ongoing training for existing Directors. The new
Director(s) are introduced to the Company culture, through appropriate training
programmes. Such training programmes help develop the relationship of the directors with
the Company and familiarize them with Company processes. The management provides such
information and training either at the meeting of the Board of Directors or at other
places.
The induction process is designed to:
• buildanunderstandingoftheCompany'sprocessesand
• fully equip Directors to perform their role on the Board effectively
Upon appointment, Directors receive a Letter of Appointment setting out in detail the
terms of appointment, duties, responsibilities and expectations from them.
22. DETAILS OF FRAUD REPORT BY AUDITOR
As per auditors' report, no fraud u/s 143 (12) reported by the auditor.
23. AUDITORS
(I) STATUTORY AUDITORS:
M/S A K Kocchar & Associates, Chartered Accountants, Mumbai having Firm
Registration No. 0120410W, were appointed as Statutory Auditors of the Company for a term
of 05 (Five) years for the financial year 2021-2022 to 2025-2026, on such remuneration as
may be fixed by the Board of Directors of the Company
Notes on financial statement referred to in the Auditor's Report are self-explanatory
and do not call for any further comments. The Auditor's Report does not contain any
qualification, reservation or adverse remark.
(II) INTERNAL AUDITORS:
Pursuant to Provision of Section 138 of Companies Act, 2013, read with Companies
(Accounts) Rules, 2014, the Board of Directors on recommendation of Audit Committee has
appointed M/s. Jogish Mehta
& Co, Chartered Accountant, Mumbai having FRN: 104326W, as an Internal Auditor of
Company. Internal Auditors submits their reports on quarterly basis to the Audit
Committee.
Based on the report of internal audit functions undertake corrective action in their
respective areas and thereby strengthen the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the Board.
(III) SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the
CompaniesAct,2013andtheCompanies(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board has appointed M/s. Mukesh J. & Associates, Company Secretaries,
Ahmedabad, Gujarat to conduct Secretarial Audit for the year ended on 31st
March, 2023.
Secretarial Audit Report issued by M/s. Mukesh J. & Associates, Company Secretaries
in Form MR- 3 is annexed herewith as Annexure III and forms an integral part of
this Report.
The Secretarial Auditors have notified certain comments for non-complying in timely
manner on certain SEBI (Listing Obligations and Disclosure Requirements), Regulations,
2015 and Companies Act, 2013 compliances as mentioned below:
a) The Company has not fulfilled the requirement of minimum directors of the Company
from 14th April, 2022 to 27th April, 2022. The management herewith
clarifies that the non appointment of Director was due to delay in selection of suitable
candidate. However, the company has now duly complied and appointed the Director as
required under the Regulations.
b) Form ADT-1 for appointment of New Auditor has been filed before filing of Form ADT-3
for Resignation of Auditor. The Management herewith clarifies that resigning auditor has
filed his resignation on delayed basis.
c) However, as technical glitch in MCA Website, the Company was not able to file Form
SH-7 within 30 days from the date of Shareholders meeting but the Company has filed such
form with additional fees, the board has taken action for effective and timely compliance
for the same.
d) The Company has not intimated to the Stock exchange atleast 2 days prior to the
Board meeting in which proposal of declaration of dividend is to be considered- The
Company has already paid the Fine for the same with Exchange.
24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The company has in place Internal Financial Control system, commensurate with size
& complexity of its operations to ensure proper recording of financial and operational
information & compliance of various internal controls & other regulatory &
statutory compliances. During the year under review, no material or serious observation
has been received from the Internal Auditors of the Company for inefficiency or inadequacy
of such controls.
Internal Auditors' comprising professional Chartered Accountants monitor & evaluate
the efficacy of Internal Financial Control system in the company, its compliance with
operating system, accounting procedures & policies at all the locations of the
company. The Audit Committee of the Board of Directors and Statutory Auditors are
periodically apprised of the internal audit findings and corrective actions taken. Audit
plays a key role in providing assurance to the Board of Directors. Significant audit
observations and corrective actions taken by the management are presented to the Audit
Committee of the Board.
25. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
Cloud has committed itself towards reaching out and giving back to its communities.
Cloud's Mission identifies existing limitations in small communities and finds digital
solutions to solve them. Cloud is ensuring that its vision for the development of the
nation reaches the non-urban cities.
An overview of CSR initiatives is provided in earlier section of this Annual Report and
report on CSR activities for FY 2023 as per Section 135 of the Act and rules made
thereunder forms part of this Directors' Report and is annexed hereto as
‘Annexure V'.
Further, the Company has in place a CSR Policy approved by the Board of Directors and
the same can be accessed at https://varanium.cloud/.
26. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES
As Company does not have any Subsidiaries or Associates Companies or Joint ventures, it
is not required to give disclosure in Form AOC-1 Pursuant to first proviso to subsection
(3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014.
27. RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year were on
an arm's length basis, in the ordinary course of business and were in compliance with the
applicable provisions of the Act and the Listing Regulations.
There were no materially significant Related Party Transactions made by the Company
with Promoters, Directors, Key Managerial Personnel which may have a potential conflict
with the interest of the Company at large. All Related Party Transactions are placed
before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is
obtained for the transactions which are repetitive in nature.
A statement of all Related Party Transactions is placed before the Audit Committee for
its review on a quarterly basis, specifying the nature, value and terms and conditions of
the transactions, if any. The Company has adopted a Related Party Transactions Policy.
The details have been enclosed pursuant to clause (h) of subsection (3) of Section 134
of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 –
‘AOC-2'- Annexure IV
28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
The particulars of loans, guarantees and investments, if any taken or given, have been
disclosed in the financial Statement.
29. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
The material changes and commitments affecting the financial position of the Company
between the end of the financial year of the Company to which the financial statements
relate and the date of the report are mentioned as below: (I) Alteration in Capital of the
Company by Split/Subdivision of 1 (One) Equity Share of the Company having face value of C
10/- each into 2 (Two) Equity Shares of the Company having face value of C 5/- each.
(II) Approved the Issue of 1 (One) Bonus Shares for every 1 (One) Equity Shares held by
the Equity Shareholders of the Company.
30. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In pursuance to Section 177 of the Companies Act, 2013, the Company has adopted a Vigil
Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if
any.
The Company promotes ethical behavior in all its business activities and has adopted a
mechanism of reporting illegal or unethical behavior. The Company has a whistle blower
policy wherein the employees are free to report violations of laws, rules, regulations or
unethical conduct to their immediate supervisor or such other person as may be notified by
the management to the employees / workers. The mechanism also provides for adequate
safeguards against victimization of directors and employees who avail of the mechanism and
also provide for direct access to the Chairperson of the Audit Committee in the
exceptional cases. The confidentiality of those reporting violations is maintained and
they are not subjected to any discriminatory practice. However, no violation of laws or
unethical conduct etc. was brought to the notice of the Management or Audit Committee
during the year ended 31st March, 2023. We affirm that during the financial
year 2022-23, no employee or director was denied access to the Audit Committee.
31. RISK MANAGEMENT POLICY
Your Company has an elaborated risk Management procedure and adopted a systematic
approach to mitigate risk associated with accomplishment of objectives, operations,
revenues and regulations. Your Company believes that this would ensure mitigating steps
proactively and help to achieve stated objectives. The entity's objectives can be viewed
in the context of four categories Strategic, Operations, Reporting and Compliance. The
Risk Management process of the Company focuses on three elements, viz. (1) Risk
Assessment; (2) Risk Management; (3) Risk Monitoring.
The Audit Committee has been entrusted with the responsibility to assist the Board in
(a) Overseeing and approving the Company's enterprise wide risk management framework; and
(b) Overseeing all the risk that the organization faces. The key risks and mitigating
actions are also placed before the Audit Committee of the Company. Significant audit
observations and follow up actions thereon are reported to the Audit Committee. The
Committee reviews adequacy and effectiveness of the Company's internal control environment
and monitors the implementation of audit recommendations, including those relating to
strengthening of the Company's risk management policies and systems.
32. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your company believes in providing a healthy, safe and harassment-free workplace for
all its employees. Further the company ensures that every woman employee is treated with
dignity and respect.
The Company has in place an Anti-Sexual Harassment Policy as per the requirements of
The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013.
Your Directors further states that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
33. Details of Application made or proceeding pending under Insolvency And Bankruptcy
Code 2016
During the year under the review, there were no applications made or proceedings
pending in the name of the company under the insolvency and bankruptcy code, 2016.
34. Details of Di_erence between valuation amount on one time settlement and valuation
while availing loan from banks and financial institutions.
During the year under the review, there has been no one time settlement of loans taken
from banks and financial institutions.
35. GENERAL DISCLOSURE
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (sweat equity shares) to employees of the Company under ESOS.
3. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the goingconcernstatusandCompanyoperationsinfuture.
36. ACKNOWLEDGEMENT
The Board of Directors wishes to express its gratitude and record its sincere
appreciation for the commitment and dedicated efforts put in by all the employees. Your
Directors take this opportunity to express their grateful appreciation for the
encouragement, cooperation and support received by the Company from the local authorities,
bankers, clients, suppliers and business associates. The directors are thankful to the
esteemed shareholders for their continued support and the confidence reposed in the
Company and its management.
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