DIRECTORS' REPORT To The Members, VISHVAS PROJECTS LIMITED Your Directors have pleasure in presenting before you the 31st Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015. FINANCIAL PERFORMANCE During the year under review, the Company's income is Rs. 8,86,770 as against income of Rs. 9,42,839 in 2013-14. The net profit after tax during the year has been Rs. (93745) as against the net profit of Rs. (190345) in the previous year. RESERVE AND SURPLUS The net loss of Rs. 93745 is being transferred to Reserve and Surplus and total Reserve and surplus as on 31st March, 2015 stands Rs. (2,41,85,146). DIVIDEND To plough back the profits in to the business activities, no dividend is recommended for the Financial year 2014-15. SHARE CAPITAL During the year, there is no change in the Capital Structure of the Company. CHANGE IN THE NATURE OF BUSINESS During the year, the Company has not changed its nature of business. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT There have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability. RISK MANAGEMENT POLICY The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides identifying internal and external risks and implementing risk mitigation steps. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE The prescribed particulars of Employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given herein below: The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company upto the date of ensuing Annual General Meeting. If any Member is interest in inspecting the same, such Member may write to the Compliance officer in advance. The number of permanent employees as on 31st March 2015 was 1. Average of remuneration of employees excluding KMPs - Nil No employee's remuneration for the year 2014-15 exceeded the remuneration of any of the Directors. Company's performance has been provided in the Directors' Report which forms part of the Board Report. Market Capitalisation was Rs. 0.32 crores of 2014-15 as against Rs. 1.44 of 2013-14 (the Market Capitalization has been calculated by taking 2803855 Equity shares being listed on the BSE Limited, however, total equity shares of the Company is 2850000 Equity Shares ) The key parameter for the variable component of key managerial personnel(s) is linked with Company performance and Individual performance. The remuneration of Directors, KMPs and other employees is in accordance with the Remuneration Policy of the Company. STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31,2015 -NOT APPLICABLE DEPOSITS The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on the date of Balance Sheet. NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR Since the Company has no subsidiaries as on 31st March, 2015, provision of section 129 of the Companies Act, 2013 is not applicable. STATUTORY AUDITORS In accordance with the provisions of the Companies Act, 2013, the Board of Directors of Your company has proposed the ratification of appointment of M/s. Rupesh Mangal & Associates, Chartered Accountants (FRN 025449N), as Statutory Auditors of the Company for the financial year 2015-16. AUDITORS' REPORT The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments. EXTRACT OF THE ANNUAL RETURN The extract of the annual return in form no. MGT - 9 has been annexed to the Report, as Annexure. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as required under the provisions of Section 314(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review. There was no foreign exchange earning & outgo during the financial year under review. CORPORATE SOCIAL RESPONSIBILITY (CSR) During the year under review, the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement. DIRECTORS & ITS COMMITTEES: a) Changes in Directors and Key Managerial Personnel During the year under review, Mr. Nihar Ranjan Mishra resigned from the post of director and Appointment of Ms. Aarti as an Additional Independent Director w.e.f. 18/03/2015. Appointment of Mr. Pradeep Kumar as an Independent Director w.e.f. 28/03/2015. b) Declaration by an Independent Director(s) and re- appointment, if any All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, and Listing Agreement. c) Formal Annual Evaluation Pursuant to the provisions of companies Act, 2013 and the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS a. BOARD MEETINGS During the year eight Board Meetings were convened and held on 06.05.2014, 28.05.2014, 13.08.2014, 30.08.2014, 13.11.2014, 13.02.2015, 18.03.2015 and 28.03.2015. COMMITTEES OF THE BOARD. (a) AUDIT COMMITTEE The Board of Directors of the Company has duly constituted the Audit Committee of the Company consisting three Directors out of which two are Non Executive Director of the Company. All the Directors have good knowledge of Finance, Accounts and Company Law. During the year under review, the Committee was constituted on 28th March, 2015. The Chairman of the Committee is Ms. Aarti. All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls. The composition of the Audit Committee as at March 31, 2015: 1. Ms. Aarti - Independent Director Some of the important functions performed by the Committee are: • Oversight of the Company's financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public. • Reviewing with the Management the quarterly unaudited financial statements and the Auditors' Limited Review Report thereon/ audited annual financial statements and Auditors' Report thereon before submission to the Board for approval. • Review the Management Discussion & Analysis of financial and operational performance. • Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company's accounting principles with reference to the Generally Accepted Accounting Principles in India (IGAAP). • Recommending to the Board, the appointment/re-appointment of statutory/internal auditors and the fixation of audit fees. • Review the investments made by the Company. (b) . STAKEHOLDERS' RELATIONSHIP COMMITTEE In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board has constituted". During the year under review, the Committee was constituted on 28th March, 2015. The Chairman of the Committee is Ms. Aarti. The composition of the Shareholders Relationship Committee as at March 31, 2015: 1. Ms. Aarti - Independent Director 2. Mr. Atul Joshi - Non Executive and Non Independent Director. 3. Mr. Pradeep Kumar - Independent Director The terms of reference of the Committee are: • Transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time; • issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure; • issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities; • issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required; • to grant Employee Stock Options pursuant to approved Employees' Stock Option Scheme(s), if any, and to allot shares pursuant to options exercised; • to issue and allot debentures, bonds and other securities, subject to such approvals as may be required; • to approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto; • to authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken; • monitoring expeditious redressal of investors / stakeholders grievances; • all other matters incidental or related to shares, debenture (c) NOMINATION AND REMUNERATION COMMITTEE In compliance with Section 178 of the Companies Act, 2013, the Board has constituted as the "Nomination and Remuneration Committee". During the year under review, the Committee was constituted on 28th March, 2015 The Chairman of the Committee is Ms. Aarti. The terms of reference of the Committee inter alia, include the following: • Succession planning of the Board of Directors and Senior Management Employees; • Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria; • Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions; • Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration; • Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. REMUNERATION POLICY The Company has not paid any remuneration to Directors during the year under review. INDEPENDENT DIRECTORS' MEETING During the year under review, the Independent Directors met on March 30, 2015, inter alia, to discuss: • Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole. • Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non-executive directors. • Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties. • All the Independent Directors were present at the Meeting. SEXUAL HARASSMENT The Company has zero tolerance for Sexual Harassment at workplace and has adopted a Policy on prevention of Sexual Harassment in line with the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redresssal) Act, 2013 and the Rules made thereunder. There was no complaint on sexual harassment during the year under review. DISCLOSURES: (a) Materially Significant related party transactions There was no transaction of material nature with any of the related party, which is in conflict with the interest of the company. (b) Details of non compliance by the company, penalties, strictures imposed on the company by the Stock Exchange or SEBI or any authority on any matter related to capital markets during last 3 years. There was no instance of levy of any penalties during the last three years. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for its Directors and employees. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy has been posted on the website of Company. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 During the year, Company has not provided Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts. MANAGERIAL REMUNERATION POLICY Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board have on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, Senior management and their Remuneration. The Company has paid remuneration of Rs.20, 000 p.m/- (Rupees Twenty Thousand Only) to Executive cum Whole-Time Director. No remuneration has been paid by the company to Non-Executive Directors (in form of sitting fees and other expenses) during the year under review. SECRETARIAL AUDIT REPORT Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company have appointed M/s. K.K. Mishra & Associates, Company Secretaries, to undertake the Secretarial audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report as given by the Secretarial Auditor is being attached as annexure to the board Report. With respect to the observation given in the audit report, due to slowdown in the Business, the company had not appointed the Key Managerial Personnel, (Company secretary and CFO) and thus, some amount of lack in making proper compliances were happened. 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 No significant and material orders have been passed by the regulators or courts or tribunals, impacting the going concern status and company's operations in future. AUDIT OBSERVATIONS Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory. HUMAN RESOURCES There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under Section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975. During the year under review, relationship with the employees is cordial. DIRECTORS' RESPONSIBILITY STATEMENT The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that - (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The directors had prepared the annual accounts on a going concern basis; and (e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. – NOT APPLICABLE 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. ACKNOWLEDGEMENT Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance. The Directors wish to place on record their appreciation for the dedicated efforts put in by the employees of the Company at all levels. By Order of the Board of Directors Sd/-Ashok Marwah Director DIN: 01787560 C-123, Ganesh Nagar Tilak Nagar, Delhi-110018. VISHVAS PROJECTS LIMITED Sd/- Atul Joshi Director DIN: 03051663 RZ-65A, Gali No.9 Tughlakabad,Extn. TaraApartment, Delhi-110019. Place: New Delhi Date: 01/09/2015 |