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Vistar Amar Ltd.

BSE: 538565 Sector: Others
NSE: N.A. ISIN Code: INE878P01019
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OPEN 11.62
PREVIOUS CLOSE 12.23
VOLUME 300
52-Week high 15.65
52-Week low 7.26
P/E 55.33
Mkt Cap.(Rs cr) 4
Buy Price 11.62
Buy Qty 200.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.62
CLOSE 12.23
VOLUME 300
52-Week high 15.65
52-Week low 7.26
P/E 55.33
Mkt Cap.(Rs cr) 4
Buy Price 11.62
Buy Qty 200.00
Sell Price 0.00
Sell Qty 0.00

Vistar Amar Ltd. (VISTARAMAR) - Director Report

Company director report

Your Directors have pleasure in presenting their Director Report together with theAudited Financial Statements of the Company for the year ended March 31 2017.

1. Financial Results:

Particulars As on 31st March 2017 As on 31st March 2016
Sales 32934659.00 2288750.00
Other Income 23069.00 0.00
Gross Income 32957728.00 2288750.00
Profit before depreciation & taxation 176669.00 -882533.00
Less: Depreciation 0.00 0.00
Less: Deferred Tax 0.00 204974.00
Less: Provision for taxation 35000.00 0.00
Less: Income Tax of earlier years 0.00 18594.00
Less: Mat Credit Entitlement -33664.00 0.00
Profit/(Loss) after tax 175333.00 -658965.00
Add: Balance B/F from the previous year -615717.00 43248.00
Surplus available for appropriation -440384.00 -615717.00
Appropriations
General Reserves 0.00 0.00
Proposed Dividend 0.00 0.00
Tax on Dividend 0.00 0.00
Balance carried to Balance sheet -440384.00 -615717.00

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 the business toperform well for the forthcoming year. Your Directors are relentlessly striving for thebetterment of the business. During the year the gross income of the Company was Rs.32957728/- as compared to Rs. 2288750/- in the previous year.

3. Dividend

Your Directors have not recommended any dividend on equity shares for the year underreview.

4. Amount if any proposed to be transferred to Reserves

There were no transfers to reserves during the Financial Year 2016-2017.

5. Change in the nature of business if any

The Company has changed its nature of business to all kind of foods and milk productswhich have been approved by the Members of the Company by way of Special Resolutionthrough Postal Ballot result of which has been declared on Friday 23rdSeptember 2016 at the Registered Office of the Company.

6. Material changes and commitments if any affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of report

No material changes and commitments affecting the Financial Position of the Companyhave occurred between the end of the Financial Year of the Company to which the FinancialStatement relate and the date of this Report.

7. Share Capital

The paid up equity capital as at March 31 2017 was Rs 32000000/- (Rupees ThreeCrores Twenty Lakhs only). During the year under review the Company has not issued anyshares with differential voting rights or dividends nor issued any sweat equity shares oremployee stock options.

8. Finance

Cash and cash equivalents as at March 31 2017 was Rs. 1342374/-. The Companycontinues to focus on judicious management of its working capital receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.

9. Deposits

Your Company has not accepted any deposits within the meaning of the provisions ofChapter V – Acceptance of Deposits by Companies read with the Companies (Acceptanceof Deposits) Rules 2014.

10. Particulars of Loans guarantees or investments

During the year under review your Company has not granted any Loan Guarantees or madeInvestments within the meaning of Section 186 of the Companies Act 2013.

11. Internal control systems and their adequacy

The Company has an internal control system commensurate with the size scale andcomplexity of its operations to ensure that all assets are safeguarded and protectedagainst loss from the unauthorized use or disposition and those transactions areauthorized recorded and reported correctly.

The internal control is exercised through documented policies guidelines andprocedures. It is supplemented by an extensive program of internal audits. The auditobservations and corrective action taken thereon are periodically reviewed by the auditcommittee to ensure effectiveness of the internal control system. The internal control isdesigned to ensure that the financial and other records are reliable for preparingfinancial statements and other data and for maintaining accountability of persons.

The scope and coverage of the internal audit plan includes reviewing and reporting onkey process risks adherence to operating guidelines and statutory compliances. Theinternal audit function provides assurance to the Board and the Audit Committee regardingthe design adequacy and operating effectiveness of the internal control system.

12. Corporate Social Responsibility

The Company is not required to contribute towards CSR under Section 135 of theCompanies Act 2013 read with rules thereunder.

13. Conservation of energy technology absorption and foreign exchange earnings andoutgo

The disclosures relating to conservation of energy and technology absorption are nil.There were no foreign exchange earnings or outgo for the year under review.

14. Industrial Relations:

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

15. Human Resources

Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. Your Company thrust is on the promotion of talent internallythrough job rotation and job enlargement.

16. Directors and Key Management Personnel

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Ram Babulal Panjri (DIN No. 00262001) Director of theCompany retires by rotation at the ensuing Annual General Meeting and being eligible hasoffered himself for re-appointment.

17. Compliance on Criteria of Independence by the Independent Director

The Company has received declarations from all the Independent Directors under Section149 (7) of the Companies Act 2013 in respect of meeting the criteria of independenceprovided under Section 149 (6) of the said Act.

18. Annual Evaluation of Board its Committees and Individual Directors

Pursuant to Section 178 (2) of the Companies Act 2013 the Nomination and RemunerationCommittee has carried out evaluation of performance of every Director. The Board ofDirectors has carried out an annual evaluation of its own performance its Committees andindividual Directors pursuant to the requirements of the Act and the Listing Regulations.Further the Independent Directors at their exclusive Meeting held during the yearreviewed the performance of the Board its chairman and Non-Executive Directors and otheritems as stipulated under the Listing Regulations.

19. Board Meeting and Attendance

During the financial year 2016-2017 6 (six) meetings of Board of Directors wereheld on 30th May 2016 21st June 2016 10th August2016 29th August 2016 14th November 2016 and 08thFebruary 2017.

Details of attendance at the Board Meeting Directorship in other companies andMembership in Committees thereof of each Director are as follows:

Name of the Director Category No. of Board Meetings held during the year 2016-2017 No. of Board Meeting attended during the year 2016-2017 Whether attended last AGM held on 27th September 2016 Directorship in other Public Limited Companies Chairmanship in Committees of Boards of other Public Limited Companies Membership in Committees of Boards of other Public Limited Companies
Nidhi Shah* Director 6 1 No Nil Nil Nil
Kalpak Vora* Director 6 1 No Nil Nil Nil
Satish Rajbhar* Director 6 1 No 6 Nil Nil
Mallinath Madineni* Director 6 1 No 2 Nil Nil
Ramesh Babulal Panjri Promoter Managing Director 6 6 Yes 1 Nil Nil
Ram Babulal Panjri Promoter Executive Director 6 5 Yes Nil Nil Nil
Ramesh Ishwarlal Upadhyay** Non Executive Independent Director 6 6 Yes Nil Nil Nil
Varsha Manish Sanghai** Non Executive Independent Director 6 5 Yes Nil Nil Nil

* Resigned as Directors of the Company w.e.f. 30th May 2016

** Appointed as Independent Directors of the Company w.e.f. 30th May 2016

20. Board Committees

a) Audit Committee

The Board has well-qualified Audit Committee with majority of Independent Directorsincluding Chairman. They possess sound knowledge on Accounts Audit Finance TaxationInternal Controls etc.

i. Terms of Reference:

The Audit Committee was constituted in terms of section 177 of the Companies Act 2013and Regulation 18 of SEBI (LODR) Regulations 2015 as amended time to time beside othermatter as may referred by board of directors. These inter alias include the review of thecompany's financial reporting process and disclosure of financial information to ensurethat the financial statement is correct review of the quarterly and annual financialstatement before submission to the Board for approval.

ii. Composition:

The Audit committee was reconstituted by appointment of Mr. Ramesh Ishwarlal Upadhyay(Chairman) Mr. Ramesh Babulal Panjri and Mrs. Varsha Manish Sanghai as Members of AuditCommittee in place of Mr. Mallinath Madineni (Chairman) Mr. Kalpak Vora and Mr. SatishRajbhar Members of Audit Committee which has been taken on record by the Board ofDirectors in its Meeting held on 30th May 2016. The reconstituted AuditCommittee comprises of the following Members:

1. Mr. Ramesh Ishwarlal Upadhyay Chairman
2. Mr. Ramesh Babulal Panjri Member
3. Mrs. Varsha Manish Sanghai Member

The Audit Committee met 5 (five) times i.e. on 30 th May 2016 10thAugust 2016 29th August 2016 14th November 2016 and 08thFebruary 2016. The attendances of the members at the meeting are as follows

Name of the member Designation No. of Meeting(s) attended
Mr. Mallinath Madineni * Chairman 1
Mr. Kalpak Vora * Member 1
Mr. Satish Rajbhar * Member 1
Mr. Ramesh Ishwarlal Upadhyay ** Chairman 4
Mr. Ramesh Babulal Panjri ** Member 4
Mrs. Varsha Manish Sanghai ** Member 4

* Resigned as Members of Audit Committee w.e.f. 30th May 2016 ** Appointedas Members of Audit Committee w.e.f. 30th May 2016

The Company Secretary of the Company acts as Secretary of the Audit Committee.

During the year under Report there are no instances where the Board had not acceptedthe recommendation of the Audit Committee.

b) Nomination & Remuneration Committee:

The Company has duly constituted Nomination & Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013 and Regulation19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

i. Terms of Reference:

The terms of reference of the Nomination and Remuneration Committee inter alia includethe 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.

ii. Composition:

The Nomination & Remuneration Committee was reconstituted by appointment of Mr.Ramesh Ishwarlal Upadhyay (Chairman) Mr. Ramesh Babulal Panjri and Mrs. Varsha ManishSanghai as Members of the said Committee in place of Mr. Kalpak Vora (Chairman) Mrs.Nidhi Shah and Mr. Satish Rajbhar Members of the said Committee which has been taken onrecord by the Board of Directors in its Meeting held on 30th May 2016. Thereconstituted Nomination & Remuneration Committee comprises of the following Members:

1. Mr. Ramesh Ishwarlal Upadhyay Chairman
2. Mr. Ramesh Babulal Panjri Member
3. Mrs. Varsha Manish Sanghai Member

The Nomination & Remuneration Committee met 2 (two) times on 30th May2016 and 29th August 2016. The attendances of the members at the meeting areas follows

Name of the member Designation No. of Meeting(s) attended
Mr. Kalpak Vora * Chairman 1
Mrs. Nidhi Shah * Member 1
Mr. Satish Rajbhar * Member 1
Mr. Ramesh Ishwarlal Upadhyay ** Chairman 1
Mr. Ramesh Babulal Panjri ** Member 1
Mrs. Varsha Manish Sanghai ** Member 1

* Resigned as Members of Nomination & Remuneration Committee w.e.f. 30thMay 2016

** Appointed as Members of Nomination & Remuneration Committee w.e.f. 30thMay 2016

c) Stakeholders Relationship Committee:

The Company has duly constituted Stakeholders Relationship Committee to align with therequirements prescribed under the provisions of the Companies Act 2013 and Regulation 20of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

i. Terms of Reference:

The terms of reference of the Stakeholders Relationship Committee inter alia includethe following:

• 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

ii. Composition:

The Stakeholders Relationship Committee was reconstituted by appointment of Mr. RameshIshwarlal Upadhyay (Chairman) Mr. Ramesh Babulal Panjri and Mrs. Varsha Manish Sanghaias Members of the said Committee in place of Mr. Mallinath Madineni (Chairman) Mr. KalpakVora and Mr. Satish Rajbhar Members of the said Committee which has been taken on recordby the Board of Directors in its Meeting held on 30th May 2016. Thereconstituted Stakeholders Relationship Committee comprises of the following Members:

1. Mr. Ramesh Ishwarlal Upadhyay Chairman
2. Mr. Ramesh Babulal Panjri Member
3. Mrs. Varsha Manish Sanghai Member

The Stakeholders Relationship Committee met 1 (one) time on 22nd February2017. The attendances of the members at the Meeting are as follows

Name of the member Designation No. of Meeting(s) attended
Mr. Mallinath Madineni * Chairman 0
Mr. Kalpak Vora* Member 0
Mr. Satish Rajbhar * Member 0
Mr. Ramesh Ishwarlal Upadhyay ** Chairman 1
Mr. Ramesh Babulal Panjri ** Member 1
Mrs. Varsha Manish Sanghai ** Member 1

* Resigned as Members of Stakeholders Relationship Committee w.e.f. 30thMay 2016

** Appointed as Members of Stakeholders Relationship Committee w.e.f. 30thMay 2016

The Committees had not received any compliant during the year under review.

d) PERFORMANCE EVALUATION COMMITTEE

The Performance Evaluation Committee was reconstituted by appointment of Mr. RameshIshwarlal Upadhyay (Chairman) Mr. Ramesh Babulal Panjri and Mrs. Varsha Manish Sanghaias Members of the said Committee in place of Mr. Mallinath Madineni (Chairman) Mr. KalpakVora and Mr. Satish Rajbhar Members of the said Committee which has been taken on recordby the Board of Directors in its Meeting held on 30th May 2016. Thereconstituted Performance Evaluation Committee comprises of the following Members:

1. Mr. Ramesh Ishwarlal Upadhyay Chairman
2. Mr. Ramesh Babulal Panjri Member
3. Mrs. Varsha Manish Sanghai Member

The Performance Evaluation Committee met 1 (one) time on 22nd February2017. The attendances of the members at the Meeting are as follows

Name of the member Designation No. of Meeting(s) attended
Mr. Mallinath Madineni * Chairman 0
Mr. Kalpak Vora* Member 0
Mr. Satish Rajbhar * Member 0
Mr. Ramesh Ishwarlal Upadhyay ** Chairman 1
Mr. Ramesh Babulal Panjri ** Member 1
Mrs. Varsha Manish Sanghai ** Member 1

* Resigned as Members of Stakeholders Relationship Committee w.e.f. 30thMay 2016

** Appointed as Members of Stakeholders Relationship Committee w.e.f. 30thMay 2016

e) Risk Management Committee

The Risk Management Committee was reconstituted by appointment of Mr. Ramesh IshwarlalUpadhyay (Chairman) Mr. Ramesh Babulal Panjri and Mrs. Varsha Manish Sanghai as Membersof the said Committee in place of Mr. Kalpak Vora (Chairman) Mrs. Nidhi Shah and Mr.Satish Rajbhar Members of the said Committee which has been taken on record by the Boardof Directors in its Meeting held on 30th May 2016. The reconstituted RiskManagement Committee comprises of the following Members:

1. Mr. Ramesh Ishwarlal Upadhyay Chairman
2. Mr. Ramesh Babulal Panjri Member
3. Mrs. Varsha Manish Sanghai Member

The Risk Management Committee met 1 (one) time on 22nd February 2017. Theattendances of the members at the Meeting are as follows

Name of the member Designation No. of Meeting(s) attended
Mr. Kalpak Vora * Chairman 0
Mrs. Nidhi Shah * Member 0
Mr. Satish Rajbhar * Member 0
Mr. Ramesh Ishwarlal Upadhyay ** Chairman 1
Mr. Ramesh Babulal Panjri ** Member 1
Mrs. Varsha Manish Sanghai ** Member 1

* Resigned as Members of Stakeholders Relationship Committee w.e.f. 30thMay 2016 ** Appointed as Members of Stakeholders Relationship Committee w.e.f. 30thMay 2016

The objectives and scope of the Risk Management Committee broadly comprise of:

1. Oversight of risk management performed by the executive management;

2. Reviewing the BRM policy and framework in line with local legal requirements andSEBI guidelines;

3. Reviewing risks and evaluate treatment including initiating mitigation actions andownership as per a pre-defined cycle;

4. Defining framework for identification assessment monitoring and mitigation andreporting of risks.

5. Within its overall scope as aforesaid the Committee shall review risks trendsexposure potential impact analysis and mitigation plan.

21. Independent Directors:

Independent Directors play an important role in their governance process of the Board.They bring to bear their expertise and experience on the deliberations of the Board. Thisenriches the decision making process at the Board with different point of view andexperiences and prevents conflict of interest in the decision making process. Theappointment of Independent Director is carried out in a structured manner. The Nominationand

Remuneration Committee identifies potential candidates based on certain laid downcriteria and takes in to consideration the diversity of the Board. The IndependentDirectors have been appointed for a fixed tenure of five years from their respective datesof appointment.

None of the Independent Directors serves as "Independent Directors" in morethan seven listed entities. During the year under review the Independent Directors met on08th February 2017 inter alia to discuss:

1. Evaluation of the performance of Non Independent Directors and the Board ofDirectors as a Whole;

2. Evaluation of the performance of the Chairman of the Company taking into accountthe views of the Executive and Non-Executive Directors.

3. Evaluation of the quality content and timelines of flow of information between themanagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

All the independent Directors were present at the Meeting.

22. Policy on Directors' Appointment and Remuneration

The Board has framed a Policy for selection and appointment of Directors SeniorManagement and their Remuneration. The Policy provides for determining qualificationspositive attributes and Independence of a Director.

23. Disclosure under Section 197 of the Companies Act 2013:

The below requirement of Section 197 of Companies Act 2013 and (Appointment andRemuneration of Managerial Personnel) Rules 2014 for the financial year ended 31stMarch 2017 is not applicable to our Company and hence we have not given the disclosureof this section.

A) Details of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

B) Details of the every employee of the Company as required pursuant to 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

C) Any director who is in receipt of any commission from the company and who is aManaging Director or Whole-time Director of the Company shall receive any remuneration orcommission from any Holding Company or Subsidiary Company of such Company subject to it'sdisclosure by the Company in the Board's Report.

24. Director's Responsibility Statement:

In terms of Section 134 (3) (c) of the Companies Act 2013 your Board of Directorshereby state that:

i) in the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 or loss of the Company for the year under review.

iii) the directors have 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.

iv) the directors have prepared the annual accounts on a going concern basis.

v) the directors has laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively.

vi) the directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

25. Particulars of contracts or arrangements with related parties:

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 PromotersDirectors Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large and hence enclosing of Form AOC-2 is notrequired. All Related Party Transactions are placed before the Audit Committee as also theBoard for approval. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are of a foreseen and repetitive nature.

The Policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website at www.shubhraleasing.com

26. The name of Companies which have become or ceased to be its Subsidiaries JointVentures or Associates Companies during the year

There were no Companies which have become or ceased to be its Subsidiaries JointVentures or Associate Companies during the year.

However the Company has become Subsidiary Company of M/s. RBP Holdings Private Limitedduring the year under Report.

27. Vigil Mechanism/Whistle Blower Mechanism:

In line with the best Corporate Governance practices Company has put in place a systemthrough which the Directors and Employees may report concerns about unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct & Ethicswithout fear of reprisal. The Employees and Directors may report to the Compliance Officerand have direct access to the Chairman of the Audit Committee. The

Whistle Blower Policy is placed on the website of the Company.

28. Statutory Auditors and Auditors' Report

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit andAuditors) Rules 2014 M/s. S. P. Gupta & Associates (Firm Registration No. 103445W)were appointed as Statutory Auditors of the Company for a term of 5 years to hold officefrom the conclusion of 32nd Annual General Meeting held on 27thSeptember 2016 until the conclusion of 37th Annual general Meeting subject toratification of their appointment at every subsequent Annual General Meeting. The Auditorshave confirmed that their appointment would be in accordance with Section 139 of theCompanies Act 2013 and rules made thereunder and that they are not disqualified in termsof Section 141 of the Act.

A Resolution seeking ratification of their appointment forms part of the Noticeconvening the 33rd Annual General Meeting and the same is recommended for yourconsideration and approval.

The Report of the Auditor of the Company and notes forming part of financial statementsare self-explanatory and hence requires no explanation from the Board of Directors. TheAuditors' Report does not contain any qualification reservation or adverse remark.

29. Extract Of Annual Return:

Pursuant to the provisions of Section 134 (3)(a) of the Companies Act 2013 extract ofthe Annual Return for the Financial Year ended 31st March 2017 made under theprovisions of Section 92 (3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 in Form MGT - 9 are placed as "AnnexureA" to this Report.

30. Secretarial Auditor and Report:

Pursuant to provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board has appointedMs Isha Sumit Gupta Practicing Company Secretary to conduct Secretarial Audit of yourCompany. The Report of the Secretarial Audit is placed as "Annexure B" tothis Report. The comment of the Board on the Observations in Secretarial Report made bySecretarial Auditor is given below:

Sr. No. Observations by Secretarial Auditors Comments by the Board of Directors
1. The Company has not appointed CFO as required under Section 203 (1) (iii) of the Companies Act 2013. The Board noted and decided to comply with the said provisions at the earliest.

31. Risk Management Policy

The Company has laid down the procedures to inform to the Board about the riskassessment and minimization procedures and the Board has formulated Risk Management Policyto ensure that the Board its Audit

Committee and its Executive Management should collectively identify the risks impactingthe Company's business and document their process of risk identification riskminimization risk optimization as a Risk Management Policy/ strategy.

The common risks inter alia are: Regulations Credit Risk Interest Risk CompetitionBusiness Risk Technology Obsolescence Investments Retention of Talent and Expansion ofFacilities etc. Business Risk inter-alia further includes financial risk politicalrisk legal risk etc. The Board reviews the risk trend exposure and potential impactanalysis and prepares risk mitigation plans if necessary.

32. Particulars of Employees

Information as per Section 197 of the Companies Act 2013 ("the Act") readwith Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company can be obtained by an interested shareholderby submitting a written request to the Company .This practice is followed as per theprovisions of Section 136 (1) of the Act. Thus the Report and the Accounts are being sentto all Shareholders excluding the information on employees' particulars under Section 197of the Act read with Rule 5 of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 which is available for inspection by the Members at the RegisteredOffice of the Company during business hours on working days of the Company up to the dateof the ensuing Annual General Meeting. If any Member is interested in obtaining a copythereof such Member may write to the Company in this regard.

33. Significant and Material Orders passed by the Regulators or Courts

No significant and material orders were passed by the Regulators/ Courts which wouldimpact the going concern status of the Company and its future operations.

34. Corporate Governance Report

Pursuant to the Regulation 15 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 which is effective from 01st December 2015the Company is not required to comply with the provisions of Corporate Governance as itsPaid up Share Capital is less than Rs.10 Crores and its Net Worth is also less than Rs.25Crores as on Financial Year ended on 31st March 2017.

35. Management Discussion and Analysis Reports

As per the requirements of Regulation 34 (2)(e) of SEBI (LODR) Regulations 2015 theManagement Discussion and Analysis Report is placed as "Annexure C".

36. Disclosure as per the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

Your Directors state that during the year under review there were no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

37. Reporting of Frauds

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/ or Board of Directors underSection 143 (12) of the Act and Rules framed thereunder.

38. Listing Agreement

Your Company has entered into a new Listing Agreement with BSE Ltd. Under Regulation109 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 with theaim to consolidate and streamline the provisions of the Listing Agreement for differentsegments of Capital markets to ensure better and enforceability.

39. Annual Listing Fees:

The Company confirms that it has paid the Annual Listing Fees for the financial year2017-2018 to BSE where the Company's Shares are listed.

40. Postal Ballot

During the year the Company had obtained the approval of its Members through Postalballot under Section 110 of the Companies Act 2013 read with Rule 20 and 22 of theCompanies (Management and Administration) Rules 2014 pertaining to the followingResolutions:

1. Change in Name of the Company from "Shubhra Leasing Finance and InvestmentCompany Limited" to "Vistar Amar Limited" (Section 13(2))

2. Alteration of Main Object Clause of the Memorandum of Association of the Company.(Section 13) The Results of Postal ballot was announce on 23rd September 2016.

41. Enhancing Shareholders Value

Your Company believes that its Members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committee to creating value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.

42. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

43. Acknowledgements:

Your Director would like to express their sincere appreciation for the assistance andco-operation received from the Central and State Government Departments customersdealers vendors members banks and other business partners during the year under review.Your Directors also wish to place on record their sincere appreciation to all theemployees of the Company for their unstinted commitment and continued contribution to theCompany.

For and on behalf of the Board of Directors
Navi Mumbai Ramesh Babulal Panjri Ram Babulal Panjri
29th May 2017 Managing Director Director
DIN: 00300737 DIN: 00262001