<dhhead>DIRECTORS’ REPORT</dhhead>

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 31^st March, 2024

FINANCIAL PERFORMANCE (Rs. In Lakhs)

OPERATIONS AND PERFORMANCE

During the year Company has Profit of Rs 0.58 Lakhs (Previous year Loss of Rs. 508.48 Lakhs)

DIVIDEND

With a view to conserve resource for the company’s business activities, loss and requirement of the working capital, Director’s 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, 2024 till date of this report.

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 2023-24 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 31^st March, 2024.

AUDITORS AND THEIR REPORTS:

A. STATUTORY AUDITOR:

M/s V S S B & Associates, Chartered Accountants have tendered their resignation as Statutory Auditors w.e.f. 3^rd January, 2024 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 S K Bhavsar & Co., Chartered Accountants (Firm Registration No. 0145880W) as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s V S S B & Associates Accordingly, shareholders’ approval by way of ordinary resolution is sought. M/s S K Bhavsar & Co, Chartered Accountants (Firm Registration No. 0145880W), 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 S K Bhavsar & Co appointed as Statutory Auditor of the company to conduct the audit for the period ended as on 31st March 2024, 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 S K Bhavsar & Co from the conclusion of Annual General Meeting for a period of five years (01-04-2024 to 31-03-2029).

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 31^st March, 2024.

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. Vijaybhai Rameshbhai Patni [DIN 09675100] Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

BOARD MEETINGS

During the year Nine (9) meetings of the board of directors were held on the following date’s i. e. 01-04-2023, 08-05-2023, 30-05-2023, 14-08-2023, 01-10-2023, 06-11-2023, 04-01-2024, 14-02-2024 and 31-03-2024. 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 2023-24 is as under:

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 2023-24 Independent Directors meeting was held on 31^st March, 2024.

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 2023-24 Audit Committee comprises of three Directors as under:

During the year under review, the 9 Audit Committee was held during Financial Year 2023-24. The dates on which the said meetings were held are 01-04-2023, 08-05-2023, 30-05-2023, 14-08-2023, 01-10-2023, 06-11-2023, 04-01-2024, 14-02-2024 and 31-03-2024. 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 Company’s 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 31^st March, 2024. 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 2023-24 Nomination and Remuneration Committee comprises of three Directors as under:

MEETING AND ATTENDANCE:

The Nomination and Remuneration Committee met Nine (9) times during the Financial Year 2023-24.

The dates on which the said meetings were held are 01-04-2023, 08-05-2023, 30-05-2023, 14-08-2023, 01-10-2023, 06-11-2023, 04-01-2024, 14-02-2024 and 31-03-2024.

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 2023-24 Stakeholder Relationship Committee comprises of three Directors as under

MEETINGS AND ATTENDANCE

The Stakeholder Relationship Committee met Nine (9) times during the Financial Year 2023-24.

The dates on which the said meetings were held are 01-04-2023, 08-05-2023, 30-05-2023, 14-08-2023, 01-10-2023, 06-11-2023, 04-01-2024, 14-02-2024 and 31-03-2024.

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 2023-24.

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 arm’s 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 2023-24, 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, 2024, 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 2023-24.

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 Director’s Responsibility Statement, it is hereby confirmed: i) That in preparation of Annual Accounts for the Year ended 31^st March, 2024, 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 o f 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, Company’s 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 company’s employee, which have in great way contributed to the Company’s progress.