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Vishvas Projects Ltd.

BSE: 511276 Sector: Infrastructure
NSE: N.A. ISIN Code: INE188C01011
BSE 00:00 | 14 Jun Vishvas Projects Ltd
NSE 05:30 | 01 Jan Vishvas Projects Ltd
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VOLUME 24190
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OPEN 1.20
CLOSE 1.20
VOLUME 24190
52-Week high 1.26
52-Week low 1.16
P/E
Mkt Cap.(Rs cr) 0
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vishvas Projects Ltd. (VISHVASPROJECTS) - Director Report

Company director report

To

The Members

VISHVAS PROJECTS LIMITED

Your Directors have pleasure in presenting before you the 36th Annual Reportof the Company together with the Audited Statements of Accounts for the year ended 31stMarch 2020.

FINANCIAL RESULTS

The summarized performance of the Company for the years 2019-20 and 2018-19 is givenbelow: (Amt in Rs.)

Particulars 2019-20 2018-19
1. Total Income/Loss Nil Nil
2. Less: Total Expenses 183901 844517
3. Profit Before Tax (183901) (844517)
4. Profit/Loss after Tax (183961) (844517)

FINANCIAL PERFORMANCE

During the year under review the Company's income is Rs. Nil as against income of Rs.Nil in 2018-19. The net loss after tax during the year has been Rs. (183961/-) asagainst the net loss of Rs. (844517/-)/- in the previous year.

RESERVE AND SURPLUS

The net Loss of Rs. (183961/-) is being transferred to Reserve and Surplus and totalReserve and surplus as on 31st March 2020 stands Rs. (24832744/-).

DIVIDEND

To plough back the profits in to the business activities no dividend is recommendedfor the financial year 2019-20.

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.

CHANGE OF REGISTERED OFFICE

During the year under review there has been no change in the registered office of thecompany.

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

Name of Director/KMP and Designation Remuneration of Director/ KMP for FY 2019-20 (In Rs. ) % increase in Remuneration in FY 2019-20 ** 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

N.A

N.A

N.A.

N.A.

2. Mr. Jitender Singh Rathore

140000

N.A

N.A.

N.A.

 

The number of permanent employees as on 31st March 2020 was 1.

Average of remuneration of employees excluding KMPs Nil

No employee's remuneration for the year 2019-20 exceeded the remuneration of any of theDirectors.

Company's performance has been provided in the Directors' Report which forms part ofthe Board Report.

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 THE FINANCIALYEAR ENDED MARCH 31 2020 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 2020 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 appointed as M/s Manoj Raj & Associates Chartered Accountants(FRN 017373N) as Statutory Auditors of the Company for the financial year 2020-21.

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 noforeign exchange earning & outgo during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the Company is not required to comply with the 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 there has been no change in the composition of Board ofDirectors Further Jitendra Singh Rathore has resigned from the post of company secretaryw.e.f 30th January 2021.

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 Six Board Meetings were convened and held on 27.05.2019 09.08.201923.08.2019 12.11.2019 30.01.2020 and 14.02.2020.

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 Independent Director of theCompany. All the Directors have good knowledge of Finance Accounts and Company Law.

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 2020:

1. Ms. Seema Shankar - Independent Director

2. Ms. Sangeeta Devi Non-Independent Director

3. Mr. Kishori Prasad Gupta Independent Director

Meetings of Audit Committee:

During the year under review there were four meetings conducted on 27.05.201909.08.2019 12.11.2019 and 14.02.2020.

Name of the Director Designation Category
1. Ms. Seema Shankar Chairman Independent Director
2. Ms. Sangeeta Devi Member Non Independent Director
3. Mr. Kishori Prasad Gupta Member Independent Director

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

3(A) Audit Committee

i) The Audit Committee of the Company is constituted in line with the provisions of theListing Agreement and Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with the Stock Exchanges read with Section 177 of theCompanies Act2013.

ii) The terms of reference stipulated by the Board to the Audit Committee are ascontained under Listing Agreement and Regulation 18 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as follows: Overseeing the Company's financialreporting process and the disclosure of its financial information so as to ensure that thefinancial statements depict a true and fair view of the Company's affairs. Recommendingthe appointment and removal of external auditors fixation of audit fee and also approvalfor payment for any other services. Reviewing with management the Annual FinancialStatements before submission to the board focusing primarily on:

(i) Any changes in accounting policies and practices

(ii) Major accounting entries based on exercise of judgment by Management

(iii) Qualifications in draft Audit Report

(iv) Significant adjustments arising out of Audit

(v) The going concern assumption

(vi) Compliance with Accounting Standards

(vii) Compliance with Stock Exchange and legal requirements concerning financialstatements and

(viii) Any related party transaction i.e. transactions of the company of materialnature with promoters or the management their subsidiaries or relatives etc. that mayhave potential conflict with the interests of Company at large. Reviewing with theManagement External and Internal Auditors the adequacy of Internal Control Systems.Reviewing the adequacy of Internal Audit Functions. Discussion with Internal Auditors anysignificant findings and follow up there on. Reviewing the findings of any internalinvestigations by the Internal Auditors into matters where there is suspected fraud orirregularity or a failure of Internal Control Systems of a material nature and reportingthe matter to the Board. Discussion with External Auditors before the audit Commencesabout the nature and scope of audit as well as the post-audit discussion to ascertain anyarea of concern. Reviewing the Company's financial and risk management policies. To lookinto the reasons for substantial defaults in the payment to the creditors.

The terms of reference of the Audit Committee are given below:

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

4. To secure attendance of outsiders with relevant expertise if it considersnecessary.

5. Oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible.

6. Recommending to the Board the appointment re-appointment and if required thereplacement or removal of the statutory auditor and the fixation of audit fees.

7. Approval of payment to statutory auditors for any other services rendered by thestatutory auditors.

8. Reviewing with the management the annual financial statements before submission tothe board for approval with particular reference to:

(a) Matters required to be included in the Directors' Responsibility Statement to beincluded in the Board's report in terms of the Companies Act 2013

(b) Changes if any in accounting policies and practices and reasons for the same.

(c) Major accounting entries involving estimates based on the exercise of judgment byManagement.

(d) Significant adjustments arising out of audit.

(e) Compliance with listing and other legal requirements relating to financialstatements.

(f) Disclosure of any related party transactions.

(g) Qualifications in the draft audit report.

9. Reviewing with the management the half-yearly financial statements beforesubmission to the board for approval.

10. Reviewing with the management the statement of uses / application of funds raisedthrough an issue (rights issue preferential issue etc.) the statement of funds utilizedfor purposes other than those stated in the offer document/prospectus/notice and thereport submitted by the monitoring agency monitoring the utilization of proceeds of apublic or rights issue and making appropriate recommendations to the Board to take upsteps in this matter.

11. Reviewing with the management performance of statutory and internal auditors andadequacy of the internal control systems.

12. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit.

13. Discussion with internal auditors any significant findings and follow up there on.

14. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board.

15. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.

16. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.

17. To review the functioning of the Whistle Blower mechanism in case if the same isexisting.

18. Approval of appointment of CFO (i.e. the whole-time Finance Director or any otherperson heading the finance function or discharging that function) after assessing theQualifications experience & background etc. of the candidate.

19. Carrying out any other function as mentioned in the terms of reference of the AuditCommittee. In addition to carry out such other functions/powers as may be delegated bythe Board to the Committee from time to time.

(b) . STAKEHOLDERS' RELATIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act 2013 and theprovision of SEBI (LODR) 2015 the Board has constituted".

The composition of the Stakeholders Relationship Committee as at March 31 2020:

1. Ms. Seema Shankar Independent Director

2. Ms. Sangeeta Devi Non-Independent Director

3. Mr. Kishori Pradas Gupta Independent Director

Meetings of Shareholders Relationship Committee and their Attendance:

27.05.2019 09.08.2019 12.11.2019 and 14.02.2020.

Name of the Director Designation Category
1. Ms. Seema Shankar Chairman Independent Director
2. Ms. Sangeeta Devi Member Non Independent Director
3. Mr. Kishori Prasad Gupta Member Independent Director

The Committee is governed by a Charter which is in line with the regulatoryrequirements mandated by the Companies Act 2013 and provision of SEBI (LODR) 2015.

The terms of reference of the Committee are:

Transfer/transmission of shares/debentures and such other securities as may be issuedby 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 or consolidationof share certificates / certificates relating to other securities;

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

to grant Employee Stock Options pursuant to approved Employees' Stock Option Scheme(s)if any and to allot shares pursuant to options exercised;

to issue and allot debentures bonds and other securities subject to such approvals asmay be required;

to approve and monitor dematerialization of shares / debentures / other securities andall matters incidental or related thereto;

to authorize the Company Secretary and Head Compliance / other Officers of the ShareDepartment 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 there were four meetings conducted on 27.05.201909.08.2019 12.11.2019 and 14.02.2020.

Composition

The composition of Remuneration Committee of the Board comprises of four Directors asat 31st March 2020

Name of the Director Designation Category
1. Ms. Seema Shankar Chairman Independent Director
2. Ms. Sangeeta Devi Member Non Independent Director
3. Mr. Kishori Prasad Gupta 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 / IndependentDirectors based on certain laid down criteria;

Identifying potential individuals for appointment as Key Managerial Personnel and toother Senior Management positions;

Formulate and review from time to time the policy for selection and appointment ofDirectors Key Managerial Personnel and senior management employees and theirremuneration;

Review the performance of the Board of Directors and Senior Management Employees basedon certain criteria as approved by the Board.

INDEPENDENT DIRECTORS' MEETING

During the year under review the Independent Directors met on November 12 2019 interalia to discuss:

Evaluation of the performance of Non-independent Directors and the Board of Directorsas a whole.

Evaluation of the performance of the chairman of the Company taking into account theviews of the Executive and Non-executive directors.

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.

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 itsemployees are conducted in a fair and transparent manner by adoption of highest standardsof professionalism honesty integrity and ethical behavior the company has adopted avigil 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.

No remuneration has been paid by the company to Non-Executive Directors (in form ofsitting fees and other expenses) during the year under review.

SECRETARIAL AUDIT REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. Shankar Tayal & Associates Company Secretaries toundertake the Secretarial audit of the Company for the Financial Year 2019-20.

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 OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE

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 required under the Companies Act 2013 andCompanies (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 accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had 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 had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 the provisionsof all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Directors take this opportunity to express their thanks to various departments of 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/-
Seema Shanker Kishori Prasad Gupta
Director Director
DIN: 07215711 DIN: 08084072
25/378 Block-25 JAI PRAKASH NAGAR
Trilok Puri Delhi RATU ROAD PS
SUKHDEV NAGAR
MADHUKAM
RANCHI 834005

Place: New Delhi

Date: 31/08/2020

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