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Vishvesham Investments & Trading Ltd.

BSE: 540385 Sector: Financials
NSE: N.A. ISIN Code: INE081R01016
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OPEN 12.50
PREVIOUS CLOSE 10.00
VOLUME 1
52-Week high 12.50
52-Week low 12.50
P/E
Mkt Cap.(Rs cr) 4
Buy Price 12.50
Buy Qty 1000.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.50
CLOSE 10.00
VOLUME 1
52-Week high 12.50
52-Week low 12.50
P/E
Mkt Cap.(Rs cr) 4
Buy Price 12.50
Buy Qty 1000.00
Sell Price 0.00
Sell Qty 0.00

Vishvesham Investments & Trading Ltd. (VISHVESHAMINV) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 36th Annual Report of theCompany together with the Audited Accounts for the Year ended March 31 2017.

1. FINANCIAL RESULT:
Particulars As on 31st March 2017 As on 31st March 2016
Sales 5865553.00 6660872.00
Other Income 682931.00 114150.00
Total Income 6548484.00 6775022.00
Total Expenses 6215347.69 6538142.24
Profit Before Tax 333136.31 236879.76
Less: Tax Expenses 255767.00 (450784.00)
Profit/Loss after Tax 77369.31 687663.76

2. OPERATIONAL REVIEW/REVIEW OF BUSINESS OPERATIONS/THE STATE OF COMPANY AFFAIRS

Your Company has performed modestly in the past year despite challenging economicconditions. Nevertheless your Directors are optimistic about the future and expect thebusiness to perform well for the forthcoming year. Your Directors are relentlesslystriving for the betterment of the business.

3. DIVIDEND

The Board of Directors has not recommended any dividend for the financial year ended onMarch 31 2017. Since the Board have considered it financially prudent in the long-terminterest of the company to reinvest the profits into the business of the company to builda strong reserve base and grow the business of the company.

4. TRANSFER TO RESERVES

During the year the company has not transferred any profit into the reserves of theCompany.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR AND THE DATE OF REPORT

There have been no material changes and commitments were recorded during the financialyear which materially affects the financial position of the Company till the date of thisreport.

6. DEPOSITS

The company has not accepted any deposits from the public and as such no amount onaccount of principal or interest on deposits from public was outstanding as on the date ofthe balance sheet for the FY 2017.

7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIESACT 2013

The particulars of loans guarantees and investments have been disclosed in thefinancial statements which also forms a part of this report.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included inthe management discussion & analysis which is annexed herewith.

9. CORPORATE SOCIAL RESPONSIBILITY

The company has not developed and implemented any Corporate Social ResponsibilityInitiatives as the provisions of section 135(1) of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 are not applicable to theCompany.

10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars as prescribed under sub-section (3)(m) of section 134 of the CompaniesAct 2013 read with Rule 8(3) of Companies (Accounts) Rules 2014 are annexed herewith asAnnexure-I.

11. DIRECTORS

There is no change in the Board of Directors of the Company. Mr. Ajay Vora Directorretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for reappointment.

12. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The current policy is to have an appropriate mix of Executive and Independent Directorsto maintain the independence of the Board and separate its functions of governance andmanagement. On March 31 the Board Consists of Four members one of whom is Executivethree are Non Executive out of which two are Independent Directors.

13. DECLARATION BY AN INDEPENDENT DIRECTORS)

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he / she meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013.

14. BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings efficiency etc.

The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

15. KEY MANAGERIAL PERSON

Mr. Ajaykumar Kantilal Vora has been appointed to act as Chief Financial Officer (CFO)of the Company in the meeting of the Board held on 20th August 2016.

16. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year the Board met 7 (Seven) times to deliberate on various matters. Themeetings were held as on 30th May 2016 12th August 2016 20thAugust 2016 2nd September 2016 12th November 2016 13thFebruary 2017 and 29th March 2017.

Sl. No Name of the Director No of board Meetings held during the year No. of Meetings attended during the year
1 Mrs. Smita Vora 7 7
2 Mr. Ajay Vora 7 7
3 Mr. Rajni Jethalal Shah 7 7
4 Mr. SatishKumar Rajbhar 7 7

17. AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions ofsection 177 of the Companies Act 2013 to monitor and provide effective supervision of themanagement's financial reporting process to ensure accurate and timely disclosures withthe highest level of transparency integrity and quality of Financial Reporting. TheAudit committee comprises of Mr. Rajni Shah(Chairman) Mr. Satish Rajbhar(Member) Mr.Ajay Vora(Member).

Five meetings of the audit committee were held during the year and the gap between twomeetings did not exceed one hundred and twenty days. The dates on which the said meetingswere held:

30th May 2016 12th August 2016 20th August 201612th November 2016 and 13th February 2017

Serial

No.

Name of Member No. of Board Meetings held during the year No. of Meetings attended during the year
1 Mr. Rajni Shah 5 5
2 Mr. Satish Rajbhar 5 5
3 Mr. Ajay Vora 5 5

18. NOMINATION AND REMUNERATION COMMITTEE:

As per the provision of section 178 of the Companies Act 2013 the constitution ofNomination and Remuneration Committee is as follows;

Serial

No.

Name of Director DIN Position
1 Mr. Rajni Shah 07008158 Chairman; Non Executive and Independent Director
2 Mr. Satish Rajbhar 06798717 Member; Non Executive and Independent Director
3 Mr. Ajay Vora 06864950 Member; Executive Director

One meeting of Nomination and Remuneration Committee was held during the Financial Year2016-17.

19. STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the provision of section 178 of the Companies Act 2013 the constitution ofStakeholders Relationship Committee is as follow;

Serial

No.

Name of Director DIN Position
1 Mr. Rajni Shah 07008158 Chairman; Non Executive and Independent Director
2 Mr. Satish Rajbhar 06798717 Member; Nom Executive and Independent Director
3 Mr. Ajay Vora 06864950 Member; Executive Director

No Meeting of Stakeholder and Relationship Committee was held during the Financial Year2016-17.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to in section188(1) of the Companies Act 2013 read with Rule 8(2) of Companies (Accounts ) Rules 2014in prescribed Form AOC-2 is annexed herewith at Annexure No. II

21. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The company does not have any Subsidiary Joint Venture or Associate Company; henceprovisions of section 129(3) of the Companies Act 2013 relating to preparation ofconsolidated financial statements are not applicable.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

As per the provisions of Companies Act 2013 every Listed Company shall establish avigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions ofsection 177(9) & (10) of the Companies Act 2013 the company has adopted thewhistleblower mechanism for directors and employees to report concerns about unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct andethics. There has been no change to the Whistleblower Policy adopted by the Company duringfinancial year 2017.

23. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT 2013

The Information & Statement of Particulars of employees pursuant to Section 197 ofthe Companies Act 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure-III.

24. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate and operating effectively;

(f) the Directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

25. AUDITORS & AUDITORS REPORT Statutory Auditors

Pursuant to the provisions of section 139 of the Act and the rules framed thereunderM/s TDK & Co. Chartered Accountants were appointed as statutory auditors of theCompany from the conclusion of the Annual General Meeting (AGM) of the Company held on 30September 2014 till the conclusion of following six Annual General Meeting subject toratification of their appointment at every AGM.

They have confirmed their eligibility under Section 141 of the Companies Act 2013 andthe Rules framed there under for reappointment as Auditors of the Company.

The notes on accounts referred to in the auditors' report are self-explanatory andtherefore don't call for any further comments by the Board of directors.

There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification or explanation.

Secretarial Auditor

In terms of Section 204 of the Act and Rules made there under M/s. Deepak P Singh& Associates (Company Secretary) (Membership No. 29140) Practicing Company Secretarywere appointed as Secretarial Auditors for the financial year 2016-17. The SecretarialAudit Report for the financial year ended on March 31 2017 is annexed herewith marked asAnnexure-IV to this Report.

26. EXTRACT OF ANNUAL RETURN:

As provided under section 92(3) of the Act the extract of annual return is given inAnnexure-V in the prescribed Form MGT-9 which forms part of this report.

27. MANAGEMENT'S DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 theManagement's discussion and analysis is set out in this Annual Report & marked asAnnexure-VI.

28. RISK MANAGEMENT POLICY:

Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities. The Company has laid down a comprehensive Risk Assessment and MinimizationProcedure which is reviewed by the Board from time to time. These procedures are reviewedto ensure that executive management controls risk through means of a properly definedframework. The major risks have been identified by the Company and its mitigationprocess/measures have been formulated in the areas such as business project executionevent financial human environment and statutory compliance.

29. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS

There are no significant and material order passed by the Regulators or Courts orTribunal's impacting the going concern status of your Company and its operation in future.

30. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE fPREVENTION.PROHIBITION & REDRESSAL) ACT 2013

Your Company has a policy and framework for employees to report sexual harassment casesat workplace and the process ensures complete anonymity and confidentiality ofinformation. No complaints of sexual harassment were raised in the financial year 2016-17.

31. APPRECIATION:

Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The enthusiasm and unstinting efforts of theemployees have enabled the Company to remain as industry leaders.

The Board places on record its appreciation for the support and co-operation yourCompany has been receiving from its business partners and others associated with theCompany. It will be the Company's endeavour to build and nurture strong links with thetrade based on mutuality of benefits respect for and co-operation with each otherconsistent with consumer interests. The Directors also take this opportunity to thank allInvestors Clients Vendors Banks Government and Regulatory Authorities for theircontinued support.

For and on behalf of

Vishvesham Investments and Trading Limited

Sd/- sd/-
Place: Mumbai Smita Vora Ajay Vora
Date: 12th August 2017 Director Managing Director
DIN:06864944 DIN:06864950