VETO Directors Report

Dear Members,

The Director''s have great pleasure in presenting you the 8th Annual
Report on the business and operations of the Company together with the
Audited Statements of Accounts for the financial period from April 1,
2014 to March 31, 2015 and other accompanying reports, notes and
certificates.

1. Company Performance

Your Company has grown exponentially during the current financial year.
The financial results of current financial year are as follows:-

Financial Results

(Rs. in Lacs)

Particulars Consolidated

2014-2015 2013-2014

Income from operation 9730.22 9447.72

Profit before Interest/
Depreciation/Tax 1571.92 1168.34

(PBDIT)

Less: Interest & Financial Charges 395.17 204.73

Less: Depreciation 201.37 120.13

Profit Before Tax (PBT) 975.38 843.48

Less: Provision for Taxation 261.01 234.66

-Current

-Deferred

Profit after Taxation (PAT) 714.37 608.82

Balance Carried Forward 714.37 608.82




Particulars Standalone

2014-2015 2013-2014

Income from operation 9730.22 9447.72

Profit before Interest/
Depreciation/Tax 1572.10 1168.53

(PBDIT)

Less: Interest & Financial Charges 395.17 204.73

Less: Depreciation 201.37 120.13

Profit Before Tax (PBT) 975.56 843.67

Less: Provision for Taxation 261.01 234.66

-Current -

-Deferred -

Profit after Taxation (PAT) 714.54 609.01

Balance Carried Forward 714.54 609.01



During the year under review on consolidated basis our Company earned
an income of Rs. 975.38 Lacs against Rs. 843.48 Lacs in the previous
year. The Company earned profit after tax of Rs. 714.37 Lacs as compare
to Rs.608.82 Lacs in the previous year. The Company had Income from
operation of Rs. 9730.22 Lacs as compared to Rs. 9447.72 Lacs in
previous year. The Profit before Interest/Depreciation/Tax (PBIT) was
Rs. 1571.38 Lacs as compared to Rs. 1168.34 Lacs in previous year.

During the year under review on standalone basis our Company earned an
income of Rs. 975.56 Lacs against Rs. 843.67 Lacs in the previous year.
The Company earned profit after tax of Rs. 714.54 Lacs as compare to
Rs. 609.01 Lacs in the previous year. The Company had Income from
operation of Rs. 9730.22 Lacs as compared to Rs. 9447.72 Lacs in
previous year. The Profit before Interest/Depreciation/Tax (PBIT) was
Rs.1572.10 Lacs as compared to Rs. 1168.53 Lacs in previous year.

Keeping pace with growth trajectory and its efforts to improve
efficiency, productivity and profitability the management seeks the
trust of shareholders in future growth of the Company and enhancement
of shareholders wealth.

Dividend

The Board of Directors has decided not to recommend any dividend for
the year ended on 31st March, 2015.

Reserves

Rs. 71,454,473 has been transfer to reserves and surplus account during
the current year.

IPO proceeds and Deployment of funds

Your Company has successfully come up with an IPO on December 13, 2012
and listed on EMERGE in NSE. The issue size was Rs. 25, 00, 50,000/-
(Twenty Five Crores Fifty Thousand only) consisting of 50, 01,000
(Fifty Lakh One Thousand only) Equity Shares offered at Rs. 50/- (Face
value of shares Rs. 10/- per share and premium of Rs. 40/- per share).
The issue open and close date was December 3, 2012 and December 5, 2012
respectively.

The detail of proceeds of IPO is as under:

SI. Particulars Amount (Rs. in Lacs)
No.

A Proceeds of Issue 2500.50

B Internal Accruals 49.50

As per RHP, the Proceeds of Issue were Rs. 2500 Lakh and Internal
Accruals were Rs. 50 Lakh. However, due to lot size of 3000 Equity
shares, IPO proceeds came to Rs. 2500.50 Lakh and therefore internal
accruals get reduced by Rs. 0.50 Lakh.

The project covers Modernization of existing facility at Haridwar
amounting Rs. 470 Lacs, Working capital requirement amounting Rs. 1580
Lacs, Enhancement of our Company''s brand through advertising and other
Brand Building activities amounting Rs. 200 Lacs, General Corporate
purposes amounting Rs. 100 Lacs and to meet the issue expenses
amounting Rs. 200 Lacs.

SI. Particulars Amount
No (Rs. in Lacs)

1 Modernisation of existing
facility at Haridwar 470.00

2 Working capital requirement 1580.00

3 Enhancement of our Company''s
brand through advertising and 200.00
other Brand Building activities

4 General Corporate purposes 100.00

5 To meet the issue expenses 200.00

Total 2550.00

As required under clause 52 (IV) (D) of SME Equity Listing Agreement,
the utilization of IPO proceeds are being reported on half-yearly basis
published by the Company after the same is reviewed by the Audit
Committee.

The detailed description with respect to deployment of funds and
explanation as per Clause 45 (c) of SME Listing Agreement is given
hereunder:

1. Status of implementation of project/ commencement of commercial
production

i) As disclosed in the offer document

Sr. Activity Date/Month of Date/Month of
No Commencement Completion

1 Land Completed

2 Factory building &
civil work October 2012 January 2013
(modernization)

3 Dies October 2012 June 2013

4 Plant & Machinery & other
service utilities October 2012 December 2012


(ii) Actual Implementation AUGUST 2013 TO MARCH 2015

(iii) Reasons for delay in implementation, if any DELAY IN
ARCHITECTURAL PLAN

2. Status of utilization of issue proceeds

(i) As disclosed in the offer document -

The total cost of the project is estimated at Rs. 2550.00 lacs brief
details of which are as follows:

(Rs. in Lacs)

Sr. Details Amount
No

1 Modernisation of existing
facility at Haridwar, Uttarakhand 470.00

2 Incremental long-term working
capital requirement 1,580.00

3 Enhancement of our Company''s brand
through advertising and
other brand building activities 200.00

4 General Corporate Purposes 100.00

5 To meet the Issue expenses 200.00

Total Project Cost 2,550.00


Means of Finance

Particulars Amount Amount
(In lacs) (In lacs)

Proceeds of the Issue 2,500.50

Internal accruals 49.50

Total means of finance 2,550.00


(ii) Actual Utilisation - (Rs. in lacs)

Sr. Particulars Total Actual Cost of
no. entire project

1 Modernisation of existing
facility at Haridwar, 470.00 470.00
Uttarakhand.

2 Incremental long-term
working capital 1580.00 1580.00
requirement

3 Enhancement of our
Company''s brand through 150.50 200.00
advertising and other
brand building activities

4 General Corporate Purposes 100.00 100.00

5 To meet the Issue expenses 200.00 200.00

TOTAL 2500.50 2550.00

The details of amount utilized out of the IPO proceeds in the project
upto March 31, 2015 is as stated below:

(Rs. in lacs)

Particulars Amount utilized
till March 31, 2015

Proceeds from IPO 2500.50

Less :

Issue related expenses 200.00

Utilised towards objects of issue 2300.50

Pending utilization towards objects of issue NIL


(iii) Reasons for deviation, if any NIL

Change in the nature of business, if any

There is no change in the nature of business during current financial
year.

Material changes if any affecting the financial position of the Company
which have occurred between the ends of the financial year of the
company to which the financial year relates and the date of the report.

On Feb 10,2015 the Board decided to migrate the Company from SME
Platform to NSE Main Board. A special Resolution was passed through the
Postal Ballot on 18th March, 2015. On April 29, 2015 Company was
migrated on Main Board of NSE by way of listing its entire share
capital of 18327100 Equity Shares on NSE Main Board.

The Board of Directors of the company decided to grant shares under
ESOP Scheme to the employees of the company, its holding & subsidiaries
company subject to the approval of shareholders in Annual General
Meeting.

Management Discussion and Analysis

In terms of the Provisions of Clause 49 of the Listing Agreement, the
Management Discussion and Analysis is set out in this Annual Report.

Particulars of Loan, Guarantee and Investments

Loans, guarantees and investments covered under section 186 of the
Companies Act, 2013 form part of the notes to the financial statements
provided in this Annual Report.

Particulars of Contracts and Arrangement under section 188

Particulars of contracts and arrangements made with related parties
referred to in Section 188 (1) of the Companies Act, 2013, in the
prescribed form AOC-2, is appended as Annexure III to the Board''s
Report.

Deposits

The Company has not accepted any deposits from the public. The details
relating to deposits, covered under Chapter V of the Act.-

a) Accepted during the year : NIL

b) Remained unpaid or unclaimed as at the end of the year: NIL

c) Whether there has been any default in repayment of deposits or
payment of interest thereon during the year and if so, number of such
cases and the total amount involved-

i. At the beginning of the year: NIL

ii. Maximum during the year: NIL

iii. At the end of the year: NIL

Investments

Our Company has total fixed deposit of Rs. 57.82 lacs including accrued
interest with the Indian Overseas Bank, M.l Road branch, Jaipur.

2. Business Operations/ State of Company''s Affairs

Our Company is an ISO 9001:2008 certified company, engaged in the
manufacture and sale of wires & cables and electrical accessories in
India. The product portfolio ranges from industrial cables, stand
cables to telephone & co-axial wires, from general switches to modular
switches, from ceiling fans to rechargeable fans, compact fluorescent
lamps, LED bulbs and other electrical accessories. Our Company supplies
these products under the brands "VETO" and "VIMAL POWER" through large
network of dealers to the customers in India as well as selected
customers abroad.

Future Prospects

1. Company is planning to open 100 Retails exclusive Veto Retails
outlets in Rajasthan.

2. Explore the possibility of marketing in abroad.

3. Board of the Company intents for direct listing in Bombay Stock
Exchange Limited.

Raw Material

Our Company''s present and proposed consumption of Raw material is as
under:

(Qty. in kg)

Product category Existing (2014-15) Proposed (2015-16)

Copper 565170 678204.00

PVC Resin 86122 103346.40

Aluminium 621887 746264.40


Infrastructure facilities

* Power

Presently, we have 400 KVA of power supply sanctioned by Uttarakhand
Power Corporation Limited, of which we utilize approximately 325 KVA of
power for our present business operations. In addition, to avoid any
disruption in the power supply, our Company has already installed a DG
set of 250 KVA capacity. Therefore, we envisage that our further
requirement of power for our proposed modernization at our Haridwar
facility can be easily met from the present supplies.

* Fuel

Our Company mainly requires HSD for operating the DG sets. The present
monthly consumption of HSD is about 1000 litres. The HSD is being
supplied by retail outlets of IOC, HPCL and BPCL.

* Water

Water is basically required for drinking and other domestic purpose.
Our present requirement at our Haridwar unit is about 5000 litres per
day. Our entire water requirement is met from our own borewell. The
water supply is regular and sufficient to meet entire requirements. The
proposed modernization at our Haridwar facility will require additional
2000 litres of water per day. There is no difficulty in obtaining this
because of the presence of a number of borewell and the water level in
the area being high due to proximity to nearby canal and a river,
Ganga.

*Manpower

Our Company has adequate manpower at all levels at present and does not
envisage any difficulty in getting the requisite personnel for our
business operations at existing locations. Following are the details of
our manpower:

Category Nos.

Top management 6

Managerial & Supervisory staff 62

Office staff 56

Skilled workers 65

Unskilled workers 435

Total 624


* Effluent Treatment and Disposal

Our Company does not generate any industrial effluents which is
hazardous to the environment. The waste produced during the
manufacturing operations is re-used or recycled.

* Environmental Clearance

We have got all the necessary approvals from the local authorities to
operate our business.

* Our Strategy

Further research in process and product engineering to ensure the best
manufacturing process for our products in order to enhance
competitiveness in the markets is one of our goals. Research and
development in electrical accessories and other allied products will
better enable a competitive position in the market. Further enhancement
of operations by improving the existing assets to yield better output
and installation of new assets to enhance and attract new markets are
also in the horizon.

* Capacity and capacity utilization

Particulars Projected

FY 2014-15 FY 2015-16

Wires & Cables

Installed Capacity 20 Lacs Bundles 20.00 Lacs Bundles

Capacity Utilization (in %) 80% 80%


Production 16.00 Lac Bundles 16.00 Lac Bundles


Electrical Accessories

Installed Capacity 380 Lac pieces 600 Lac pieces

Capacity Utilization(in %) 47.36% 54.17%

Production 180 Lac pieces 325 Lac pieces




Particulars Actual

FY 2014-15

Wires & Cables

Installed Capacity 14.08 Bundles

Capacity Utilization (in %) 81.88%


Production 13.36 Lac Bundles


Electrical Accessories

Installed Capacity 380 Lac pieces

Capacity Utilization(in %) 71.16%

Production 270.41 Lac pieces


* Insurance

Our Company has taken up a range of insurance policies including:

1. Fire policies for our units, buildings and offices, raw materials,
work-in-progress and finished goods;

2. Marine policy for transit of raw materials and finished products in
India and Marine Export policy;

3. Accidental & Health insurance facility for field staff;

4. Gratuity policy;

These insurance policies are reviewed annually to ensure that the
coverage is adequate. All the policies are in existence and the
premiums have been paid thereon.

Risks and Concerns:

1. Common Risks: Accidents in the work place, fires, tornadoes, and
other natural disasters

2. Legal Risks: Fraud, Theft, etc

3. Uncertainties in financial markets

4. Failure in Projects

5. Credit Risks

6. Outstanding Debtors

7. Security and Storage of Data and Records

8. Competitors: Havells, Polycab, Wizard, Anchor, Bajaj Electricals


Internal Control System

* Company has formed the Risk Management Committee for the assessment
and monitoring of the risks involved in the Company.

* Preparation and issue of financial reports to shareholders and the
markets, including the Annual Report and consolidated financial
statements, is overseen by the Audit Committee. The Company''s financial
reporting process is controlled using documented accounting policies
and reporting formats, supplemented by detailed instructions and
guidance on reporting requirements. The Company''s processes support the
integrity and quality of data, including appropriate segregation of
duties. The financial information of the parent entity and all
subsidiary entities, which form the basis for the preparation of the
consolidated financial statements are subject to scrutiny by Group
level senior management. The Company''s financial reports, financial
guidance, and Annual Report and consolidated financial statements are
also reviewed by the Audit Committee of the Board in advance of being
presented to the full Board for their review and approval;

* Detailed budgetary process which includes identifying risks and
opportunities and which is ultimately approved at Board level;

* Board approved capital expenditure and Audit Committee approved
treasury policies which clearly define authorization limits and
procedures;

* An internal audit function which reviews key financial/business
processes and controls, and which has full and unrestricted access to
the Audit Committee;

* Established systems and procedures to identify control and report on
key risks. Exposure to these risks is monitored by the Risk Management
Committee; and

* A risk management programme in place throughout the Company whereby
Risk Management executive reviews and monitors the controls in place,
both financial and non financial, to manage the risks facing the
business.

Awards and Recognition

Details of Subsidiaries/ Joint Venture/ Associate Companies

On 22nd November, 2014 Veto Electricals Private Limited becomes the
Wholly Owned Subsidiary Company of the Company. Same has been disclosed
in Annexure-I

A land is purchased by Veto Electricals Private Limited in Mahindra,
SEZ. Company had already applied for letter of approval with the
Development Commissioner SEZ, Noida. The case has already been approved
by Unit Approval Committee (UAC) and company is planning to start
construction work of building in Mahindra SEZ in Month of September,
2015 and expected to complete the Construction and erection of plant
and machinery upto March, 2016. Hence commercial production will be
start in the Month of April, 2016.

Performance and Financial position of Subsidiary Company

The details with respect to subsidiary Company as on March 31, 2015
have been discussed in Annexure II.

3. Human Resource Management

Employee Relations

VETO has over the years realized the importance of human capital and
duly acknowledges it in its business operations. Your Company has
managed to create "Lifers" at VETO- people who have been associated
with your Company, many having started their earning life at VETO. It
gives the much needed stability and satisfaction when we realize that
our partners in success trust us to such an extent that they stand by
us at all times.

Their experience, skills, knowledge, ideas and enthusiasm are an
invaluable asset. We humbly acknowledge their contributions with
competitive compensation and benefits that appropriately reward
performance. Pay revisions and other benefits are designed in such a
way to compensate good performance of the employees of the Company.

The talent pool of your Company has steadily evolved with changing
times with fresh talent being infused to meet demanding situations. The
Company has a scalable recruitment and human resource management
process which enables us to attract and retain high caliber minds.

Inspired by its commitment to quality and core values of honesty and
transparency, your Directors and employees look forward to the future
with confidence and stand committed to creating an even brighter future
for all stakeholders.

Managerial Remuneration

A) Information as per Rule 5(1) of Chapter XIII, Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014

The Nomination and Remuneration Committee continuously reviews the
performance of the Managing Director, Whole Time Director and Other
Directors.

Remuneration paid to Directors

Name of Director Title Remuneration in Remuneration
year 2014-2015 in Year
2013-2014

Mr. Akshay Kumar Managing 1225000 -
Gurnani Director (appointed on
27/08/2014)

Mr. Dinesh Gurnani Whole-time 720000 696000
Director

Ms. Jyoti Gurnani Director - -




Name of Director %increase in
Remuneration
in comparison
to last year

Mr. Akshay Kumar 100%
Gurnani


Mr. Dinesh Gurnani 3.45%


Ms. Jyoti Gurnani



Remuneration paid to Independent Directors

(In Lacs)

Name of Director Remuneration Remuneration
in year in Year 2013
2014-2015 2014

Mr. Murlidhar Kaurani 0.00 0.075

Mr. Mohan Sukhani 0.00 0.15

Mr. Govind Ram Thawani 0.00 0.20


Remuneration paid to Key Managerial Personnel

(In Lacs)

Name of Key Title Remuneration Remuneration
anagerial in year in Year
Personnel 2014-2015 2013-2014

Mr. Priavrat Sharma Group CFO 0.00 0.00

Ms. Chavi Rawat Company 60,000 (w.e.f -
Secretary 14/11/2014)
cum
Compliance
Officer

Mr. Anuj Khator Sr. Accounts 20,128 (w.e.f -
Officer 11/03/2015)

*Mr. Priavrat Sharma, Group CFO draws his salary from its Holding
Company Veto Electropowers (India) Private Limited.

The Median Remuneration of Employees excluding Managing Director and
Whole-time Director is Rs.1,80,600. No employee received remuneration
in excess of the highest paid Director.

* Median Remuneration is calculated by excluding the employees who
leaves during the year and the unskilled employees.

Particulars of Employees

Your Directors confirmed that no employee fall under the particulars of
Section 192 (12) of the Companies Act, 2013 read with Rule 5 (1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.

4. Corporate Governance

Corporate Governance Report

Corporate Governance refers to laws, regulations, and acceptable
business practices that determine relationships between corporation
owners and its managers, on one hand, and its investors, on the other
hand. It was born and evolved in response to corporate failures,
crises, and misdeeds. In many types of economies, corporate governance
concentrates on at least four important factors: Ensuring disclosures
of all relevant information to shareholders and creditors; including
business risk analyses; Building a system of rules and voluntary
practices that will guide the board of directors; Establishing
independent audit committees composed of outside directors; Monitoring
and controlling management. On the other hand, developing economies,
like the Caribbean, focus on strengthening and improving the legal and
regulatory systems that will help ensure better enforcement of
contracts and protection of property rights.

Your Company is committed to achieving and maintaining high standards
of Corporate Governance and places high emphasis on business ethics.
Your Company has set up a Remuneration Committee under Annexure 1-D of
SME Equity Listing Agreement, which was later reconstituted under the
name ''Nomination and Remuneration Committee'' pursuant to provisions of
Section 174 of The Companies Act, 2013. The report on Corporate
Governance as stipulated under Clause 49 of the Listing Agreement has
been included in Annexure IV of this report

The Company has laid down a well-defined Code of Conduct, which fairly
addresses the issues of integrity, conflict of interest and
confidentiality and stresses the need of ethical conduct, which is the
basis of good Governance. This code is applicable to all members of the
Board and the Senior Management Personnel. The declaration regarding
compliance with Veto Switchgears And Cables Limited-Code of Conduct and
Ethics for all Board Members and Senior Management Personnel of the
Company forms part of the Report on Corporate Governance.

Directors

A. Change in directors and KMP during the year

There were certain appointments in capacity of directors as managing
director and independent director. The current Managing Director of the
Company w.e.f. August 27, 2014 is Mr. Akshay Kumar Gurnani, s/o Mr.
Vishnu Kumar Gurnani. In order to comply with the provisions of Section
149 (1) and Section 149(10), Ms. Jyoti Gurnani, D/o Mr. Vishnu Kumar
Gurnani has been appointed as a women Director of the Company in the
Last AGM. The detail has been given below:

Sr. Name Of Director Designation Date of
No. Appointment

1 Mr. Dinesh Gurnani Whole-Time Director and 22/08/2012
CFO

2 Mr. Murali dhar Kaurani Non-executive 31/08/2012
Independent Director

3 Mr. Mohan Sukhani Non-executive 31/08/2012
Independent Director

4 Mr. Govind Ram Thawani Non-executive 31/08/2012
Independent Director

5 Ms. Jyoti Gurnani Director 27/08/2014

6 Mr. Akshay Kumar Gurnani Executive Managing 27/08/2014
Director and CEO



Sr. Name Of Director Date of
No. Cessation

1 Mr. Dinesh Gurnani NA


2 Mr. Murali dhar Kaurani NA


3 Mr. Mohan Sukhani NA


4 Mr. Govind Ram Thawani NA


5 Ms. Jyoti Gurnani NA

6 Mr. Akshay Kumar Gurnani NA


Ms. Divya Singh, Company Secretary cum Compliance Officer of the
Company had resigned on 14th November, 2014 in place of her Ms. Chavi
Rawat was appointed as Company Secretary cum Compliance Officer of the
Company.

B. Declaration by an Independent Director(s) and re-appointment, if
any

The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as per prescribed both under the Act and Clause 49 of the
Listing Agreement with the Stock Exchange.

No. of meetings of the Board

Seven (7) Board meeting were held during the year 2014-2015 and the gap
between two meetings did not exceed four months. The dates on which the
Board Meeting was held are as follows:

Detail of Board Meetings held:

Sr. No. Date of Board Meeting

1 May 30, 2014

2 July 28, 2014

3 November 14, 2014

4 January 24, 2015

5 February 2,2015

6 February 10, 2015

7 March 30, 2015

Committees of Board

Name of Committee Composition of Committee


Audit Committee 1. Mr.Govind Ram Thawani
Chairman

2. Mr. Mohan Sukhani

3. Mr. Dinesh Gurnani

Nomination and Remuneration 1. Mr.Govind Ram Thawani
Committee Chairman

2. Mr. Murlidhar Kaurani

3. Mr. Mohan Sukhani

Shareholders''/lnvestors'' 1. Mr.Govind Ram Thawani
Grievance Committee Chairman

2. Mr. Dinesh Gurnani

3. Mr. Mohan Sukhani

Corporate Social 1. Mr.Govind Ram Thawani,
Responsibility Committee Chairman

2. Mr. Mohan Sukhani

3. Mr. Dinesh Gurnani

Risk Management Policy 1. Mr. Dinesh Gurnani

2. Mr. Mohan Sukhani

3. Mr. Govind Ram Thawani

Internal Complaint Committee 1. Ms. Jyoti Gurnani,
Officer

2. Mr. Priavrat Sharma, Member

3. Ms. Bharti Ajmera, Member

4. Mr. Anirudh Mathur, Member



Name of Committee Duties, Responsibilities
and activities

Audit Committee Disclose under the heading
Corporate Governance Report


Nomination and Remuneration Disclose under the heading
Committee Corporate Governance Report

Shareholders''/lnvestors'' Disclose under the heading
Grievance Committee Corporate Governance Report

Corporate Social Disclose under the heading
Responsibility Committee Corporate Governance Report

Risk Management Policy Disclose under the heading
Corporate Governance Report

Internal Complaint Committee Presiding Discloses under the
Director Report


Directors Responsibility Statement

Pursuant to the requirements under Section 134 (5) of the Companies
Act, 2013 with respect to the

Directors'' Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the annual accounts for financial year ended
March 31, 2015, the applicable Accounting Standards had been followed
along with proper explanation relating to material departures;

ii. 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 as at March 31, 2015 and of the profit of the Company
for the year under review;

iii. the Directors had 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; and

iv. the Directors had prepared the annual accounts for financial year
ended March 31, 2015 on a ''going concern'' basis.

v. the Directors had laid down the internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operate effectively.

vi. the Directors has devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.

Corporate Governance Certificate

The Company is promptly submitting a "half yearly Compliance Report on
Corporate Governance" as per Clause 52 of the SME Listing Agreement
with the Stock Exchanges.

Now as the Company is migrated on the Main Board of NSE the Company
will submit the "quarterly Compliance Report on Corporate Governance"
as per Clause 49 of the Listing Agreement.

The certificate from the Practicing Company secretary, Ms. Nisha
Agarwal, C.P. No. 8584, confirming the compliance with the condition of
Corporate Governance as stipulated under Clause 49 is reproduced in an
Annexure IX in the report.

5. Auditors and Auditor''s Report

- SGCO&Co., (Membership No. 44739) Chartered Accountants Statutory
Auditors of the Company holds office until the conclusion of the
ensuing Annual General Meeting and is eligible for re-appointment. It
is proposed to re-appoint them as Statutory Auditors of the Company for
the financial year 2015-16.

The Company has received a letter from Statutory Auditors to the effect
that their re-appointment, if made would have be within the prescribed
limits under Section 139 of the Companies Act, 2013 and that they are
not disqualifies for reappointment within the meaning of Section 141 of
the said Act.

Our comments on financial statements referred to in the Auditor''s
Reports under Section 145 of the Companies Act, 2013 are given below:

a) With regard to the Emphasis of Matter appearing in the Auditor''s
Report, your attention is drawn to the notes forming part of financial
statements of the year which are self explanatory.

b) With respect to the comments of the Auditors in their report on the
Consolidated Audit Report, our responses are given in the Notes to the
Financial Statements, which is self-explanatory.

Cost Auditors

Pursuant to the provisions of Section 148 of The Companies Act, 2013
M/s Rajesh & Company, Cost Accountants, Jaipur were appointed as Cost
Auditors of the Company for conducting cost audit for the financial
year 2015-2016.

As per amendment on 31.12.14 in Companies (Cost Record & Audit) Rules,
2014 Central Govt notified exemption for applicability of cost audit on
the Company covered in serial no 12 and 24 to 32. This is applicable
from 1st April 2015. Our Company covered in serial no 32.

Secretarial Audit Report

The Board has appointed Ms. Nisha Agarwal Practicing Company Secretary,
to conduct Secretarial Audit for the Financial Year 2014-15. The
Secretarial Audit Report for the Financial Year ended March 31, 2015 is
annexed herewith marked as Annexure VII to this Report. The Secretarial
Audit Report does not contain any qualification, reservation or adverse
remark.

Reservation and Qualification on Auditor Report

Basis for Qualified Opinion

1. During the year the Company has recognized insurance claim on
account of fire amounting to Rs.1, 669.03 lacs which is still not
approved by the Insurance Company. Since at present there is no
certainty of collection, in our view recognition of the same is not in
compliance with Accounting Standard (AS-9) relating to "Revenue
Recognition". Had the same not been recognized the loss for the year
would have been Rs. 693.47 lacs as against the reported "Profit for the
year" of Rs. 975.56 la nd "otherr Current Assets" would have been lower
by Rs. 1669.03 lacs and having a consequential impact on the Reserves
and surplus. (Refer Note :40)

Qualified Opinion

In our opinion and to the best of our information and according to the
explanations given to us, except for the effects of the matter
described in the Basis for Qualified Opinion paragraph above, the
aforesaid standalone financial statements give the information required
by the Act in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India,
of the state of affairs of the Company as at 31st March,2015, its
profit and its cash flows for the year ended on that date.

Management Reply towards Qualification:

Company is regularly in touch with surveyor appointed by Insurance
Company & Insurance Company itself. Insurance Company is already
disposed off the Scrap material from our godown in auction of Rs.
2.00 Crores. Hence claim is receivable.

As per our information the surveyor has not submitted the final report
to the Insurance Company. Hence we are not able to provide any final
report for this purpose. However, Insurance Company also considers
provision of this claim in their balance sheet.

Details of significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and Company''s
operations in future

There are no significant and material orders that are passed by the
regulators or courts or tribunal impacting the going concern status and
Company''s operations in future.

Extract of Annual Return

The details with respect to extract of Annual Return have been
discussed in Annexure VI.

Details in respect of adequacy of internal financial controls with
reference'' to the financial statements

The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness is observed.

6. Depository System

Our Company''s Equity Shares are available in dematerialized form
through The National Stock Exchange of India Limited (NSDL) and The
Central Depository Services of India (India) Limited (CDSL). As per the
Securities and Exchange Board of India (SEBI) Circular No. :
Cir/ISD/3/2011 dated June 17, 2011 on "trading rules and shareholding
in dematerialized mode", all Listed Companies have to achieve 100% of
their promoters and promoter group''s holding in dematerialized form
latest by quarter ended September 2011. Accordingly, all shares post
IPO, of the Company is held in demat form.

7. Report under the Prevention of Sexual Harassment Act

There were no complaints reported under the Prevention of Sexual
harassment of Women at workplace (Prevention, Prohibition & Redressal)
Act, 2013.

8. Conservation of energy, technology absorption and foreign earning
and outgo

i. Environment, Health and Safety

VETO is committed to caring for people and the planet by integrating
environmental and safety principles in all aspects of its business are
it from procurement, material-use, manufacturing of sustainable
products, creating awareness through marketing, and innovation/R&D for
better products and processes. We constantly monitor and better our
environmental and occupational health and safety performance through
our internal risk management exercise. At the compliance level, your
Company conforms to all applicable regulatory Environmental Health &
Safety (EHS) requirements wherever it operates.

Our Company is sensitive to environmental and resource conservation and
its manufacturing philosophies ensure safety of the worker and
surroundings. Being in a non-polluting category of business, it has
minimal impact on the environment but has a huge positive impact on the
local community. RoHS or ''Restriction of Hazardous Substances''
compliance in all its products like CFLs, cables, PCBs, etc. ensures
safety across the product life cycle. Our Company strongly believes and
promotes energy conservation not only through its products but also
within the premises. Energy conservation measures have been adopted at
all the plants.

Our Company follows best practices for health and safety. Employees and
workers are regularly trained by industry experts on issues of
occupational and industrial health & safety, first-aid and environment
management. Healthy lifestyle and well-being are also promoted as a
culture at VETO. Our Company also provides life insurance cover,
personal accident cover and robust medical & health policies to all
field staff against any unfortunate incident. VETO India strongly
believes in maintaining a work-life balance and therefore follows
strict in-and-out work-timings. This has gone a long way in maintaining
a healthy, happy and motivated workforce.

ii. Research & Development

To develop our product pipeline, we commit substantial time, efforts,
funds and other resources for R&D. Our processes and products currently
under development, if and when fully developed and tested, may not
perform as we expect and we may not be able to successfully and
profitably produce and utilize such products or processes. Therefore,
our investments in R&D and new product launches could result in higher
costs without a proportionate increase in revenues.

iii. Detail of Foreign Exchange Earnings and Outgo.

In this financial year Company exported electrical accessories and
goods amounting USD 1231247.62 and imported electrical accessories
amounting USD 480185.10. Hence net foreign exchange inflow is USD
751062.52.

9. Credit Rating

Our Company has been assigned long-term rating of BBB (pronounced ICRA
triple B plus) by ICRA Limited.

Acknowledgement

We thank our customers, vendors, investors and bankers for their
intense support throughout the year. We place on record our
appreciation of the contribution made by our employees at all levels.
We thank the Government of India, particularly the Ministry of
Commerce, Ministry of Finance, Ministry of Corporate Affairs, the
Custom and Excise Departments, Income Tax Department, the Reserve Bank
of India, the State Governments and other government agencies for their
support, and look forward to their continued support in the future.

Date: 23/07/2015 for and on behalf of the Board
Place: Jaipur

Akshay Kumar Gurnani Dinesh Gurnani
Director Director
(06888193) (00218635)

CIN: U67190WB2003PTC096617. Trading in Commodities is done through our Group Company Dynamic Commodities Pvt. Ltd. The company is also engaged in Proprietory Trading apart from Client Business.
“2019 © COPYRIGHT DYNAMIC EQUITIES PVT. LTD.”

Disclaimer: There is no guarantee of profits or no exceptions from losses. The investment advice provided are solely the personal views of the research team. You are advised to rely on your own judgment while making investment / Trading decisions. Past performance is not an indicator of future returns. Investment is subject to market risks. You should read and understand the Risk Disclosure Documents before trading/Investing.

Disclosure: We, Dynamic Equities Private Limited are also engaged in Proprietory Trading apart from Client Business. In case of any complaints/grievances, clients may write to us at compliance@dynamiclevels.com

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