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Vishvprabha Trading Ltd.

BSE: 512064 Sector: Financials
NSE: N.A. ISIN Code: INE762D01011
BSE LIVE 15:23 | 08 Sep Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 28.45
52-Week high 28.45
52-Week low 24.65
Mkt Cap.(Rs cr) 1
Buy Price 28.45
Buy Qty 905.00
Sell Price 0.00
Sell Qty 0.00
OPEN 28.45
CLOSE 27.10
52-Week high 28.45
52-Week low 24.65
Mkt Cap.(Rs cr) 1
Buy Price 28.45
Buy Qty 905.00
Sell Price 0.00
Sell Qty 0.00

Vishvprabha Trading Ltd. (VISHVPRABHATRAD) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Thirty Second Annual Report and theCompany’s Audited Accounts for the financial year ended March 31 2016.

1. Financial Results

Particulars 2015-2016 2014-2015
Sales & other Income 64350 423930
Expenditure 479475 285098
Profit/(Loss) before tax (415125) 138832
For Current Year 3804 (9129)
For Deferred Tax - -
Profit/(Loss) after tax (418929) 129703

2. Dividend

To strengthen the financial position of the Company your Directors have notrecommended 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 anannexure to this Report as "Annexure A."

5. Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

6. Particulars of Loans Guarantees or Investments

The particulars of loans guarantees and investments have been disclosed in thefinancial statement. The details of the investments made by Company are given in the notesto the financial statements.

7. Internal Control Systems and their Adequacy

The Company has an Internal Control System commensurate with the size scale andnature of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board & to theManaging Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company. Based on the suggestions of internal auditfunction Management undertakes corrective action in their respective areas and therebystrengthens the controls.

8. Conservation of Energy Technology Absorption. Foreign Exchange Earnings and Outgo

Since your Company does not own manufacturing facility the particulars relating toconservation of energy and technology absorption stipulated as per Section 134(3)(m) ofthe Companies Act 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 are notapplicable.

There were no foreign exchange earnings / outgo during the year.

9. Industrial Relations

During the year under review your Company enjoyed cordial relationship with employeesat all levels.

10. Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Sunil Y. Surve (DIN 000065166) retires byrotation at the ensuing Annual General Meeting and offers himself for reappointment.

Pursuant to provision of Section 1.61(1) of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 and all otherapplicable provision of the Companies Act Mrs. Avni Vishal Shroff was appointed asAdditional Independent Director on 30thOctober 2015 The Board now recommends theappointment of Mrs. Avni Vishal Shroff as an Independent Director under Section 149 of theCompanies Act 2013 and uniform listing agreement in the ensuing Annual General Meeting tohold office for a term of 5 (five) consecutive years with effect from the date of 32lldAnnual General Meeting not liable to retire by rotation.

11. Declaration by an Independent Dircctor(s)

All Independent Directors have given declarations that they meet the criteria ofindependence 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 2013the Board has carried out an evaluation of its own performance as well as performance ofIndependent Directors and Board as a whole.

13. Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company is in place and is posted on thewebsite of the Company under Investors’ Relation Section.

14. Meetings of the Board

Six (6) meetings of the Board of Directors were held during the year on 12.05.201526.05.2015 31.07.2015 21.08.2015 30.10.2015 and 29.01.2016. The intervening gap betweenthe meetings was within the period prescribed under the Companies Act 2013.

A separate meeting of Independent Directors pursuant to Section 149 (7) read withSchedule VI of the Companies Act 2013 has been held on 29.01.2016 as per therequirements of the Companies Act 2013.

15. Directors’ Responsibility Statement As Required Under Section 134(3)(C) of theCompanies Act. 2013

The Directors state that: -

a. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation by way of notes to accounts relating tomaterial departures;

b. The selected accounting policies were applied consistently and the judgments andestimates made by them are reasonable and prudent so as to give true and fair view of thestate of affairs of the Company as at 31sl March 2016 and of the profit for theyear ended on that date;

c. The proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 theCompany and that 3uch internal controls are adequate and were operating effectively;

f. The Directors had devised proper systems to ensure compliance with the provisions ofall 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 onarm’s length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the Company at large.

17. Subsidiary Companies

The Company does not have any subsidiary Company. .

18. Code of Conduct

The Code lias been prepared and is posted on the website of the Company. The Companybelieves 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.

19. Vigil Mechanism / Whistle Blower Policy (WBP)

The WBP is in place and is posted on the website of the Company and deal with instanceof fraud and mismanagement if any. The web-link for the same is phpRs.report_category_name=POLlClES.

20. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company’s shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is dosed. The Compliance Officeris responsible for implementation of the Code.

The code of prevention of Insider Trading and fair disclosures is there on the websiteof the Company.

All Board Directors and the designated employees have confirmed compliance with theCode.

21. Auditors and Auditors Report

a) Statutory Auditor

Pursuant to Section 139(1) M/s Hegde& Associates Chartered Accountants(Firm’s Regn No. 103610W) were appointed as statutory auditor of the Company in 31s‘Annual General Meeting (AGM) for five consecutive AGM of the Company and they hold officeuntil the conclusion of 36thAnnual General Meeting of the Company. Necessaryresolution for ratification of their appointment has been included in the Notice conveningthe ensuing Annual General Meeting.

The Notes on financial statements referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors’ Report doesnot 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 hasappointed M/s. ND & Associates Company Secretaries in Practice to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexedherewith as "Anuexure II" to this Report.

The Qualification made by the Auditors in their Report dated 27th May 2016 in the"Qualified opinion" is explained as under:

1. Presently the Company’s Directors are looking after the affairs of the Company.Since the Company does not have enough activities there no need to appoint any KeyManagerial Personnel.

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. TheAnnual listing fee for the year 2015-16 has been paid.

23. Corporate Governance

The Company does not fail under purview of Regulations of Corporate Governance pursuantto the SEBI (Listing Obligation and Disclosures Requirements) Regulations 2015. Howeverthe same is applicable as per the Companies Act 2013 and the Company is fully compliantwith the applicable provision and the Company is committed to ensure compliance with allmodification within prescribed norms under Companies Act 2013. Company is committed tomaintain the highest standards of corporate practices as set out by SEBI as good CorporateGovernance which forms pail of the Directors Report as an "Annexure B".

24. Particulars of Employees

The information required under Section 197 of the Companies Act 2013 read with Rule 5of the Companies (appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company are not applicable as no employee was in receipt ofremuneration exceeding the limits specified in the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 whether employed for the full year or part of theyear.

25. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure C".

26. Cash flow statement

The Cash flow statement for the year 2015-16 is part of Balance sheet.

27. Policy on Prevention of Sexual Harassment at Workplace

The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the year 2015-2016 nocomplaints were received by the Company related to sexual harassment.

28. Acknowledgements

The Board of Directors wish to place on record their appreciation for the supportextended by the bankers business associates clients consultants auditors shareholdersof the Company for their continued co-operation and support.

The Board of Directors would also like to place on record their sincere appreciationfor the co-operation received from the Local Authorities BSE and all other statutoryand/or regulatory bodies.

By Order of the Board of Directors
For Vishvprabha Trading Limited
Sunil Y. Surve
(DIN: 00065166)
Place: Mumbai
Dated: 27th May 2016

Form No MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH 2016[Pursuant to Section 204(1) of the Companies Act 2013 and rule No.9 of the Companies{Appointment and Remuneration Personnel) Rules 2014]


The Members

Vishvprabha Trading Limited Warden House 340 J.J. Road

Bycuila Mumbai 400 008

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s Vishvprabha TradingLimited (hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on our verification of the M/s. Vishvprabha Trading Limited’s books papersminute books forms and returns filed and other records maintained by the company and alsothe information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit we hereby report that in ouropinion the Company has during the audit period covering the financial year ended on 31stMarch 2016 complied with the slatutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31s1 March2016 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA’) and the rules madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;;

(v) 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 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (Not applicable to the Company during the Audit period)

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (Not applicable to the Company duringthe Audit period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the Company during the Audit period)

(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;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (Not applicable to the Company during the Audit period) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not applicable to the Company during the Audit period)

(vi) Other laws as per the representation made by the Company are as follows;

• Factories Act 1948

• Industrial Disputes Act 1947

• Payment of Wages Act 1936

• Employees Provident Fund and Miscellaneous Provisions Act 1952

• Employees State Insurance Act 1948

• Environment Protection Act 1986

• Indian Contracts Act 1872

• income Tax Act 1961 and Indirect Tax Laws

• Pollution Control Laws

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India withrespect to Board and general meetings are generally complied.

(ii) The Listing Agreements entered Into by the Company with Mumbai Stock Exchange;

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservation:

The Company has not appointed Key Managerial Person in the form of Managing Director orChief Executive Officer or Manager or whole time director Company Secretary and ChiefFinancial Officer as required under Section 203 of the Companies Act 2013

We have relied on the representation made by the Company and its officers for systemsand mechanism formed by the Company for compliances under other applicable Acts laws andregulations to the Company.

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 notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.

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 there were no instance of:

(i) Public/Right/Hreference issue of shares / debentures / sweat equity etc.

(ii) Redemption / buy-back of securities

(iii) Major decisions taken by the members in pursuance to Section 180 of the CompaniesAct 2013

(iv) Merger/amalgamation / reconstruction etc.

(v) Foreign technical collaborations.

Further our report of even dated to be read along with the following clarifications;

1. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express as opinion on these secretarial records based onmy audit.

2. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the process and practices we followed provide asreasonable basis of our opinion.

3. We have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company.

4. Where ever required we have obtained the Management representation about thecompliance of laws and regulations and happening

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 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