Vishvas Projects Ltd Directors Report.

To

The Members,

VISHVAS PROJECTS LIMITED

Your Directors have pleasure in presenting before you the 33rd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2017.

FINANCIAL RESULTS

The summarized performance of the Company for the years 2016-17 and 2015-16 is given below:

(Amt in Rs.)
S. No. Particulars 2016-17 2015-16
1. Total Income/Loss 6,665,870 3548100
2. Less: Total Expenses 6,557,063 3507400
3. Profit Before Tax 108,807 40699
4. Profit/Loss after Tax 75,186 28123

FINANCIAL PERFORMANCE

During the year under review, the Companys income is Rs. 6,665,870 as against income of Rs. 3548100 in 2015-16. The net profit after tax during the year has been Rs. 75,186 as against the net profit of Rs. 28,123 in the previous year.

RESERVE AND SURPLUS

The net Profit of Rs. 75,186 is being transferred to Reserve and Surplus and total Reserve and surplus as on 31st March, 2017 stands Rs. (24,081,835).

DIVIDEND

To plough back the profits in to the business activities, no dividend is recommended for the financial year

2016- 17.

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, the company has shifted its Registered office from "Office No.606, Kailash building, 26, Kasturba Gandhi Marg, New Delhi Central, Deihi-110001" TO "3G, Gopala tower, Rajendra Place, New Delhi-110008" with effect From February 01, 2017.

All the applicable compliances related to ROC and Stock exchange done by company timely.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

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

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

RISK MANAGEMENT POLICY

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

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

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

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

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

Sr. No. Name of Director/KMP and Designation Remuneration of Director/ KMP for FY 2016-17 (In Rs. ) % increase in Remuneration in FY 2016-17 ** Ratio of Remuneration of Director to Median Remuneration of employees Ratio of Remuneration of Director to Median Remuneration of Employees
1. Mr. Ashok Marwah, Whole Time Director 360000 N.A N.A. N.A.

The number of permanent employees as on 31st March 2017 was 3.

Average of remuneration of employees excluding KMPs - Nil

No employees remuneration for the year 2016-17 exceeded the remuneration of any of the Directors.

Companys performance has been provided in the Directors Report which forms part of the Board Report.

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

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

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2017- NOT APPLICABLE

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. 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 AND ASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March, 2017, provision of section 129 of the Companies Act, 2013 is not applicable.

STATUTORY AUDITORS

In accordance with the provisions of the Companies Act, 2013, the Board of Directors of Your company has proposed the ratification of appointment of M/s Manoj Raj & Associates, Chartered Accountants (FRN 017373N), as Statutory Auditors of the Company for the financial year 2016-17.

AUDITORS REPORT

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form no. MGT - 9 has been annexed to the Report, as Annexure.

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

There was no foreign 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 provisions related to Corporate Social Responsibility on the basis of its financial statement.

DIRECTORS & ITS COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year under review, Mr. Seema Shankar who was appointed as an Additional Director on the Board of the Company w.e.f 28.03.2015 has been regularized to Director in the last Annual General Meeting.

b) Declaration by an Independent Directors) and re- appointment, if any

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, and Listing Agreement.

c) Formal Annual Evaluation

Pursuant to the provisions of companies Act, 2013 and the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

a. BOARD MEETINGS

During the year eight Board Meetings were convened and held on 17.05.2016, 27.05.2016, 08.07.2016, 12.08.2016, 25.08.2016, 29.09.2016, 14.11.2016 and 01.02.2017.

COMMITTEES OF THE BOARD.

(a) AUDIT COMMITTEE

The Board of Directors of the Company has duly constituted the Audit Committee of the Company consisting three Directors out of which two are Independent Director of the Company. All the Directors have good knowledge of Finance, Accounts and Company Law.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The composition of the Audit Committee as at March 31, 2017:

1. Ms. Seema Shankar - Independent Director

2. Mr. Atul Joshi - Non Executive and Non Independent Director

3. Mr. Pradeep Kumar - Independent Director

Meetings of Audit Committee:

During the year under review, there were Four meetings conducted on 27.05.2016, 12.08.2016, 14.11.2016 and 01.02.2017

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

The Committee is governed by a Charter which is in line with the regulatory requirements 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 the Listing Agreement and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges read with Section 177 of the Companies Act, 2013.

ii) The terms of reference stipulated by the Board to the Audit Committee are as contained under Listing Agreement and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as follows:

• Overseeing the Companys financial reporting process and the disclosure of its financial information so as to ensure that the financial statements depict a true and fair view of the Companys affairs.

• Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

• Reviewing with management the Annual Financial Statements 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 financial statements and

(vui) Any related party transaction i.e. transactions of the company of material nature, with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of Company at large.

• Reviewing with the Management, External and Internal Auditors, the adequacy of Internal Control Systems.

• Reviewing the adequacy of Internal Audit Functions.

• Discussion with Internal Auditors any significant findings and follow up there on.

• Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of Internal Control Systems of a material nature and reporting the matter to the Board.

• Discussion with External Auditors before the audit Commences, about the nature and scope of audit as well as the post-audit discussion to ascertain any area of concern.

• Reviewing the Companys financial and risk management policies. To look into the reasons for substantial defaults in the payment to the creditors.

Role of Audit Committee

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 considers necessary.

5. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient, and credible.

6. Recommending to the Board, the appointment, re-appointment and, if required, the replacement 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 the statutory auditors.

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

(a) Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (2AA) of section 217 of the Companies Act, 1956

(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 by Management.

(d) Significant adjustments arising out of audit.

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

(f) Disclosure of any related party transactions.

(g) Qualifications in the draft audit report.

9. Reviewing, with the management, the half-yearly financial statements before submission to the board for approval.

10. Reviewing, with the management, the statement of uses/application of funds raised through an issue (rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

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

12. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing, and seniority of the official heading the department, 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 into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

15. Discussion with statutory auditors before the audit commences, about the nature and scope 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 depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

17. To review the functioning of the Whistle Blower mechanism, in case if the same is existing.

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

19. Carrying out any other function as mentioned in the terms of reference of the Audit Committee. In addition, to carry out such other functions/powers as may be delegated by the 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 the provision of SEBI (LODR), 2015, the Board has constituted".

The composition of the Stakeholders Relationship Committee as at March 31, 2017:

1. Ms. Seema Shankar - Independent Director

2. Mr. Atul Joshi - Non Executive and Non Independent Director.

3. Mr. Pradeep Kumar - Independent Director

Meetings of Shareholders Relationship Committee and their Attendance:

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

The Committee is governed by a Charter which is in line with the regulatory requirements 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 issued by the Company from time to time;

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

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

• issue and allot right shares/bonus shares pursuant to a Rights Issue/Bonus Issue made 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 as may be required;

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

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

During the year under review, there were four meetings conducted on 27.05.2016, 12.08.2016, 14.11.2016 and 01.02.2017

Composition

The composition of Remuneration Committee of the Board comprises of four Directors as at 31st March, 2017:-

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

The terms of reference of the Committee inter alia, include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors/Independent Directors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

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

REMUNERATION POLICY

The Company has not paid any remuneration to Directors during the year under review.

INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors met on November 14, 2016 , inter alia, to discuss:

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

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

• Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform 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 a Policy on prevention of Sexual Harassment in line with the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redresssal) Act, 2013 and the Rules made 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 in conflict with the interest of the company.

(b) Details of non compliance by the company, penalties, strictures imposed on the company by the Stock Exchange or SEBI or any authority on any matter related to capital markets 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 of Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for its Directors and employees. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy has been posted on the website of Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year, Company has not provided Loans, Guarantees and Investments covered under 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 may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts.

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board have on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, Senior management and their Remuneration.

The Company has paid remuneration of Rs.30,000 p.m/- (Rupees Thirty Thousand Only) to Executive cum Whole-Time Director. No remuneration has been paid by the company to Non-Executive Directors (in form of sitting 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 The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company have appointed M/s. Sumit Gupta & Associates, Company Secretaries, to undertake the Secretarial audit of the Company for the Financial Year 2016-17.

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

With respect to the observation given in the audit report, due to slowdown in the Business, the company had not appointed the Key Managerial Personnel, (Company secretary and 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 COMPANYS OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts or tribunals, impacting the going concern status and companys operations in future.

AUDIT OBSERVATIONS

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

HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under Section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975.

During the year under review, relationship 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 had been followed along with proper explanation relating to material departures;

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

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. - NOT APPLICABLE

(f The directors had devised proper systems to ensure compliance with the provisions of 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 the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

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

By Order of the Board of Directors

VISHVAS PROJECTS LIMITED

Sd/- Sd/-
Place: New Delhi Ashok Marwah Atul Joshi
Date: 01/09/2016 Director Director
DIN: 01787560 DIN: 03051663
C-123, Ganesh Nagar RZ-65A, Gali No.9
Tilak Nagar, Delhi-110018. Tughlakabad, Extn. Tara Apartment,
Delhi-110019.