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Vishvas Projects Ltd.

BSE: 511276 Sector: Infrastructure
NSE: N.A. ISIN Code: INE188C01011
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P/E 93.83
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OPEN 5.63
CLOSE 5.92
VOLUME 5
52-Week high 6.61
52-Week low 3.52
P/E 93.83
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 5.63
Sell Qty 995.00

Vishvas Projects Ltd. (VISHVASPROJECTS) - Director Report

Company director report

To

The Members

VISHVAS PROJECTS LIMITED

Your Directors have pleasure in presenting before you the 31st Annual Reportof the Company together with the Audited Statements of Accounts for the year ended 31stMarch 2015.

FINANCIAL RESULTS

The summarized performance of the Company for the years 2014-15 and 2013-14 is givenbelow:

(Amt in Rs.)
S. No. Particulars 2014-15 2013-14
1. Total Income/Loss 886770 942839
2. Less: Total Expenses 983403 1132743
3. Profit Before Tax (96633) (189904)
4. Profit/Loss after Tax (93745) (190345)

FINANCIAL PERFORMANCE

During the year under review the Company s income is Rs. 886770 as against income ofRs. 942839 in 2013-14. The net profit after tax during the year has been Rs. (93745) asagainst 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 Reserveand surplus as on 31st March 2015 stands Rs. (24185146).

DIVIDEND

To plough back the profits in to the business activities no dividend is recommendedfor 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 THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financialposition of the Company occurred between the end of the financial year of the Company anddate of this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory / regulatory compliances. The Company has astrong monitoring and reporting process resulting in financial discipline andaccountability.

RISK MANAGEMENT POLICY

The Company has devised and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy. The Policy provides identifying internal and externalrisks and implementing risk mitigation steps.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given herein below:

The information required pursuant to Section 197(12) read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofEmployees of the Company will be provided on request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information on employees particulars mentioned in rule 5(2) of the said rulewhich is available for inspection by the Members at the Registered Office of the Companyduring the business hours on working days of the Company upto the date of ensuing AnnualGeneral Meeting. If any Member is interest in inspecting the same such Member may writeto the Compliance officer in advance.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

Sr. No. Name of Director/KMP and Designation

Remuneration of Director/ KMP for FY 2014-15 (In Rs.)

% increase in Remuneration in FY 2014-15**

Ratio of Remuneration of Director to Median Remuneration of employees

Ratio of Remuneration of Director to Median Remuneration of Employees

1. Mr. Ashok Marwah Whole Time Director

360000

50

N.A.

N.A.

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 anyof the Directors.

Company’s performance has been provided in the Directors’ Report which formspart 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 beinglisted on the BSE Limited however total equity shares of the Company is 2850000 EquityShares)

The key parameter for the variable component of key managerial personnel(s) is linkedwith Company performance and Individual performance.

The remuneration of Directors KMPs and other employees is in accordance with theRemuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THECOMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 AND FORMING PART OF DIRECTORS’ REPORT FOR THEFINANCIAL YEAR ENDED MARCH 31 2015 NOT APPLICABLE

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. 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 ANDASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March 2015 provision of section 129of the Companies Act 2013 is not applicable.

STATUTORY AUDITORS

In accordance with the provisions of the Companies Act 2013 the Board of Directors ofYour company has proposed the ratification of appointment of M/s. Rupesh Mangal& Associates Chartered Accountants (FRN 025449N) as Statutory Auditors ofthe Company for the financial year 2015-16.

AUDITORS’ REPORT

The Notes on Financial Statements referred to in the Auditors Report areself-explanatory and therefore in the opinion of the Directors do not call for furthercomments.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form no. MGT 9 has been annexed to the Report asAnnexure.

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 CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year underreview.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the Company is not required to comply with the provisionsrelated 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 ofdirector 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 ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement.

c) Formal Annual Evaluation

Pursuant to the provisions of companies Act 2013 and the Listing Agreement the Boardhas carried out annual performance evaluation of its own performance the directorsindividually as well the evaluation of the working of its Audit Nomination &Remuneration and Stakeholder committee. The manner in which the evaluation has beencarried 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 28.05.201413.08.2014 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 theCompany consisting three Directors out of which two are Non Executive Director of theCompany. All the Directors have good knowledge of Finance Accounts and Company Law.

During the year under review the Committee was constituted on 28th March2015. The Chairman of the Committee is Ms. Aarti.

All the Members on the Audit Committee have the requisite qualification for appointmenton the Committee and possess sound knowledge of finance accounting practices and internalcontrols.

The composition of the Audit 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

Meetings of Audit Committee:

28th March 2015.

Sr. No. Name of the Director Designation Category
1. Ms. Aarti Chairman Independent Director
2. Mr. Atul Joshi Member Non Executive Director
3. Mr. Pradeep Kumar Member Independent Director

The Committee is governed by a Charter which is in line with the regulatoryrequirements mandated by the Companies Act 2013.

Some of the important functions performed by the Committee are:

• Oversight of the Company s financial reporting process and financial informationsubmitted to the Stock Exchanges regulatory authorities or the public.

• Reviewing with the Management the quarterly unaudited financial statements andthe Auditors Limited Review Report thereon/audited annual financial statements andAuditors Report thereon before submission to the Board for approval.

• Review the Management Discussion & Analysis of financial and operationalperformance.

• Discuss with the Statutory Auditors its judgement about the quality andappropriateness of the Company s accounting principles with reference to the GenerallyAccepted Accounting Principles in India (IGAAP).

• Recommending to the Board the appointment/re-appointment of statutory/internalauditors 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 theListing Agreement the Board has constituted".

During the year under review the Committee was constituted on 28th March 2015. TheChairman 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

Meetings of Shareholders Relationship Committee and their Attendance:

28th March 2015.

Sr. No. Name of the Director Designation Category
1. Ms. Aarti Chairman Independent Director
2. Mr. Atul Joshi Member Non-Executive Director
3. Mr. Pradeep Kumar* Member Independent Director

The Committee is governed by a Charter which is in line with the regulatoryrequirements mandated by the Companies Act 2013 and the Listing Agreement.

The terms of reference of the Committee are:

• Transfer/transmission of shares/debentures and such other securities as may beissued by the Company from time to time;

• issue of duplicate share certificates for shares/debentures and other securitiesreported lost defaced or destroyed as per the laid down procedure;

• issue new certificates against subdivision of shares renewal split orconsolidation of share certificates / certificates relating to other securities;

• issue and allot right shares / bonus shares pursuant to a Rights Issue / BonusIssue made by the Company subject to such approvals as may be required;

• to grant Employee Stock Options pursuant to approved Employees Stock OptionScheme(s) if any and to allot shares pursuant to options exercised;

• to issue and allot debentures bonds and other securities subject to suchapprovals as may be required;

• to approve and monitor dematerialization of shares / debentures / othersecurities and all matters incidental or related thereto;

• to authorize the Company Secretary and Head Compliance / other Officers of theShare Department to attend to matters relating to non-receipt of annual reports noticesnon-receipt of declared dividend / interest change of address for correspondence etc. andto 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 asthe "Nomination and Remuneration Committee".

During the year under review the Committee was constituted on 28th March2015 The Chairman of the Committee is Ms. Aarti.

Composition

The composition of Remuneration Committee of the Board comprises of four Directors asat 31st March 2015:-

Sr. No. Name of the Director Designation Category
1. Ms. Aarti Chairman Independent Director
2. Mr. Atul Joshi Member Non Executive Director
3. Mr. Pradeep Kumar Member Independent Director

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 Personneland to other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointmentof Directors Key Managerial Personnel and senior management employees and theirremuneration;

• Review the performance of the Board of Directors and Senior Management Employeesbased 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 interalia to discuss:

• Evaluation of the performance of Non-independent Directors and the Board ofDirectors as a whole.

• Evaluation of the performance of the chairman of the Company taking intoaccount the views of the Executive and Non-executive directors.

• Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform 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 aPolicy on prevention of Sexual Harassment in line with the provisions of Sexual Harassmentof Woman at Workplace (Prevention Prohibition and Redresssal) Act 2013 and the Rulesmade 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 inconflict with the interest of the company.

(b) Details of non compliance by the company penalties strictures imposed on thecompany by the Stock Exchange or SEBI or any authority on any matter related to capitalmarkets 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 ofBoard and its Powers) Rules 2014 Company is required to establish a Vigil Mechanism forits Directors and employees.

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty 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 coveredunder 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 mayhave a potential conflict with the interest of the Company at large. The details oftransactions with the Company and related parties are given for information under notes toAccounts.

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Boardhave on the recommendation of the Nomination & Remuneration Committee framed a Policyfor 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) toExecutive cum Whole-Time Director. No remuneration has been paid by the company toNon-Executive Directors (in form of sitting fees and other expenses) during the year underreview.

SECRETARIAL AUDIT REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhave appointed M/s. K.K. Mishra & Associates Company Secretaries to undertakethe Secretarial audit of the Company for the Financial Year 2014-15.

The Secretarial Audit Report as given by the Secretarial Auditor is being attached asannexure to the board Report.

With respect to the observation given in the audit report due to slowdown in theBusiness the company had not appointed the Key Managerial Personnel (Company secretaryand 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 ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and company s operations in future.

AUDIT OBSERVATIONS

Auditors observations are suitably explained in notes to the Accounts and areself-explanatory.

HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt ofRemuneration which requires disclosures under Section 217 (2A) of the Companies Act 1956and Companies (Particulars of Employees) Rules 1975. During the year under reviewrelationship 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 accountingstandards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial 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 ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively. NOT APPLICABLE

(f) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

ACKNOWLEDGEMENT

Directors take this opportunity to express their thanks to various departments of theCentral and State Government Bankers Material Suppliers Customers and Shareholders fortheir continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts putin by the employees of the Company at all levels.

By Order of the Board of Directors
VISHVAS PROJECTS LIMITED
Sd/- Sd/-
Place: New Delhi Ashok Marwah Atul Joshi
Date: 01/09/2015 Director Director
DIN: 01787560 DIN: 03051663
C-123 Ganesh Nagar RZ-65A Gali No.9
Tilak Nagar Delhi-110018. TughlakabadExtn.
TaraApartment
Delhi-110019.

SECRETARIAL AUDIT REPORT

[For the Financial Year ended on 31st March 2015]

[Pursuant to section 204(1) of the Companies Act 2013 and rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Vishvas Projects Limited

606Kailash Building

26 Kasturba Gandhi Marg

New Delhi- 110001

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Vishvas Projects Limited(hereinafter called the 'Company'). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of Secretarial Audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on March 31 2015 complied withthe statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by Vishvas Projects Limited (the 'Company') for the financialyear ended on March 31 2015 according to the provisions of:

1. The Companies Act 2013 (the 'Act') and the rules made thereunder;

2. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

3. The Depositories Act 1996 and the regulations and bye-laws framed thereunder to theextent of Regulation 55A;

4. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings: Not Applicable

5. The following regulations and guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999: Not Applicable

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008: Not Applicable

f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client tothe extent of securities issued;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009: Not Applicable

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998: Not Applicable

6. As informed and certified by the Management of the Company there are no other lawswhich are specifically applicable to the Company based on their sector/ industry.

We have also examined compliance with the applicable clauses of the following:-

(i) Secretarial Standards issued by The Institute of Company Secretaries of India:Not Applicable for the financial year 2014-15;

(ii) The Listing Agreements entered into by the Company with the BSE Ltd.

During the period under review the Company has generally complied with the provisionsof the Act Rules Regulations Guidelines Standards etc. mentioned above subject to thefollowing observations:

1. The Company has not complied with the provisions of Section 203 of theCompanies Act 2013 read with rule 8 of the Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 in respect of appointment of Key Managerial Personneli.e. Chief Financial Officer and Company Secretary;

2. The Company has not complied with the provisions of Section 138 of theCompanies Act 2013 read with rule 13 of the Companies (Accounts) Rules 2014 in respectof appointment of Internal Auditor;

3. There were few instances where company has given late intimation to the StockExchanges in respect of declaration of quarterly half yearly and yearly financialresults reconciliation of share capital audit reports pursuant to SEBI Circular NoD&CC/FITTC/CIR 16/2002 dated 31st March 2014 read with Regulation 55A ofthe SEBI (Depositories and Participants) Regulation 1996 disclosures pertaining toshareholding pattern pursuant to the provision of clause 35 of the Equity ListingAgreement and Compliance Certificates under Clause 47(C) of the Equity Listing Agreementof Stock Exchanges;

4. The management of the Company has reported and certified that the Company hasobtained requisite approvals for grant of loans and advances to any party and compliedwith the provisions of Section 186 of the Companies Act 2013 and any other applicablelaws. However company could not produce necessary records during the audit process.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notices is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent in advance and a system exists for seeking andobtaining further information and clarifications on the agenda items before the meetingand for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously asrecorded in the minutes of the meetings of the Board of Directors or Committee of theBoard as the case may be.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period the Company has not performed anyspecific events / actions that having a major bearing on the Company’s affairs inpursuance of the above referred laws rules regulations guidelines standards etc.

For K.K. MISHRA & ASSOCIATES
Company Secretaries
01st September 2015
New Delhi
Prashant Kumar
Partner
Membership No: A32345
C.P. No: 11888

Note: This report is to be read with our letter of even date which is annexed asAnnexure-A which forms an integral part of this report.

ANNEXURE-A TO THE SECRETARIAL AUDIT REPORT

To

The Members

Vishvas Projects Limited

606Kailash Building

26 Kasturba Gandhi Marg

New Delhi- 110001

Our Report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the Management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit;

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on the random test basis to ensure that correct facts are reflectedin secretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion;

3. We have not verified the correctness and appropriateness of Financial Records andBooks of Accounts of the Company;

4. Wherever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.;

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of Management. Our examination was limited tothe verification of procedures on random test basis;

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the Management has conductedthe affairs of the Company.

For K.K. MISHRA & ASSOCIATES
Company Secretaries
01st September 2015
New Delhi
Prashant Kumar
Partner
Membership No: A32345
C.P. No: 11888