DIRECTORS' REPORT Dear Members, 1.Your Directors are pleased to present the Thirty First Annual Report and the Company's Audited Accounts for the financial year ended March 31, 2015. 2. Dividend To strengthen the financial position of the Company, your Directors have not recommended any dividend on equity shares for the year under review. 3. Transfer to Reserve The Company has not transferred any amount to the Reserves during the year. 4. Management Discussion & Analysis Reports The Management Discussion and Analysis Report has been separately furnished as an annexure to this Report as "Annexure A." 5. Deposits Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. 6. Particulars of Loans, Guarantees or Investments The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by Company is given in the notes to the financial statements. 7. Internal Control Systems and their Adequacy The Company has an Internal Control System, commensurate with the size, scale and nature of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, process owners 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. 8. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Since your Company does not own manufacturing facility, the particulars relating to conservation of energy and technology absorption stipulated as per Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not applicable. There were no foreign exchange earnings / outgo during the year. 9. Industrial Relations During the year under review, there are no employees in the Company. 10. Directors and Key Managerial Personnel In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mr. Suresh P. Upadhyay, retires by rotation at the ensuing Annual General Meeting and offers himself for reappointment. Pursuant to provision of Section 161(1) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and all other applicable provision of the Companies Act, Mr. Navneet Dammani was appointed as Additional Independent Director on 25th August 2014, and was confirmed as an Independent Director in 30th Annual General Meeting, however due some unavoidable circumstances he resigned from the Company on 22nd January 2015. After this Mr. Navneet Dammani was again appointed as Additional Independent Director with effect from 31st March 2015 for the terms of 5 years not liable to retire by rotation and subject to approval of his appointment by the members in General Meeting. The Board now recommends the appointment of Mr. Navneet Dammani as an Independent Director under Section 149 of the Companies Act, 2013 and listing agreement in the ensuing Annual General Meeting to hold office for a term of 5 (five) consecutive years from the conclusion of this Annual General Meeting till the conclusion of 36th Annual General Meeting, not liable to retire by rotation. The profile of the Directors to be reappointed / appointed at the annual general meeting is given in the annexure to the notice. 11. Declaration by an Independent Director(s) All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013. 12. Board Evaluation Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The performance evaluations of Independent Directors were also carried out and the same was noted. Independent Directors in their meeting decided to bring more transparency in their performance and bring more responsibility while taking any policy decisions for the benefit of the shareholders in general. 13. Nomination and Remuneration Policy The Board has on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is under preparation and will be posted on the website of the Company in due course. 14. Meetings of the Board Seven (7) meetings of the Board of Directors were held during the year. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. A separate meeting of Independent Directors, pursuant to Section 149 (7) read with Schedule VI of the Companies Act, 2013 was not held during the year due to unavailability of quorum of Independent Directors. The details the Board meeting are furnished as an annexure to this Report as "Annexure D." 15. Directors* Responsibility Statement As Required Under Section 134(3)(C) of the Companies Act, 2013 The Directors state that: - a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation by way of notes to accounts relating to material departures; b. The selected accounting policies were applied consistently and the judgments and estimates made by them are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March 2015 and of the profit for the year ended on that date; c. The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, 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. The Directors had laid down internal financial controls to be followed by the Company and that such internal controls are adequate and were operating effectively. f. 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. 16. Related Party Transactions All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. 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. 17. Subsidiary Companies The Company does not have any subsidiary Company, 18. Code of Conduct The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code is under preparation and will be posted on the website of the Company in due course. 19. Vigil Mechanism / Whistle Blower Policy The Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal with instance of fraud and mismanagement, if any. The WBP is under preparation and will be posted on the website of the Company in due course. 20. Prevention of Insider Trading The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Compliance Officer is responsible for implementation of the Code. The code of prevention of Insider Trading and fair disclosures is there on the website of the Company. All Board Directors and the designated employees have confirmed compliance with the Code. 21. Auditors and Auditors Report a) Statutory Auditor Our present Statutory Auditors, M/s I G Naik 85 Co., have resigned from the Company and they conveyed their inability to continue to hold office as statutory auditors hence, based on the recommendation of Audit Committee, the Board of Directors has it in meeting held on 21st August 2015, recommended the appointment of M/s Hegde & Associates, Chartered Accountants, Mumbai (Firm's Regn No. 10361OW) for a period of five years, upto the conclusion of the 36th Annual General Meeting of the Company, subject to ratification by members at every Annual General Meeting of the Company, They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. b) Secretarial Audit and Secretarial Audit Report Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. ND & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure E** to this Report. The Secretarial Audit Report does contained one qualification, i.e. no separate meeting of Independent Directors happened during the year under review, however there are no reservations or adverse remarks. For the qualification Board has replied above in point no. 14. c) Cost Auditor and Cost Audit Report Cost Audit is not applicable to your Company. 22. Statement Pursuant to Listing Agreement The Company's Equity shares are listed at Bombay Stock Exchange Limited. The Annual hsting fee for the year 2014-15 has been paid. 23. Extract of Annual Return The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C*. 24. Particulars of Employees The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company are not applicable as the Company has no employees. 25. Corporate Governance Pursuant to Listing Agreement, Corporate Governance is not applicable to Company; however, the Company is committed to maintain the highest standards of Corporate Governance as set out by SEBI as good Corporate Governance. The Report on composition of Committees and meeting of committees as stipulated under Clause 49 and Section 177 of the Companies Act, 2013, forms part of the Directors Report as an "Annexure B". 26. Cash flow statement The Cash flow statement for the year 2014-15 is part of Balance sheet. 27. Acknowledgements The Board of Directors wish to place on record their appreciation for the support extended by the bankers, business associates, clients, consultants, auditors, shareholders of the Company for their continued co-operation and support. The Board of Directors would also like to place on record their sincere appreciation for the co-operation received from the Local Authorities, BSE and all other statutory and/or regulatory bodies. By Order of the Board of Directors For Vishvprabha Trading Limited Sunil Y. Surve Director (DIN: 00065166) Place: Mumbai, Dated: 21st August 2015 |