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Vishvprabha Ventures Ltd Directors Report

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Jul 12, 2024|03:40:00 PM

Vishvprabha Ventures Ltd Share Price directors Report

Dear Shareholders / Members,

Your Directors presenting the Thirty-Ninth Annual Report on the business operations and financial performance of Vishvprabha Ventures Limited ("the Company" or "VVL") along with the Audited Financial Statements for theFinancial Year ended March 31, 2023 (the "FY"). The consolidated performance of the Company and its subsidiaries has been referred to wherever.

1. Financial results:

The financial performance (standalone and consolidated) of the Company for the financial year ended on March 31, 2023 and March 31, 2022 is as follows:

Particulars Standalone Consolidate
For the period ended 31st March For the period ended 31st March
2023 2022 2023 2022
Revenue from Operations 183.58 240.20 183.58 240.20
Other Income 4.42 29.41 4.81 29.41
Total Revenue 188.00 269.61 188.39 269.61
Profit / (Loss) before Depreciation, -19.99 -33.63 -19.99 -35.39
Interest & Tax (PBDIT)
Depreciation & Amortization 17.44 7.31 17.44 7.31
Interest 1.08 - 1.08 -
Profit/(Loss) Before Exceptional -1.47 -40.94 -6.98 -42.70
Items and Tax
Exceptional Items - - -
Profit/(Loss) Before Tax -1.47 -40.94 -6.98 -42.70
Tax Provision / (Excess) 0 1.07 0 1.07
Profit/(Loss) After Tax -1.47 -42.01 -6.98 -43.77
Other Comprehensive Income / (Expenditure) for the year - -
Less: Minority Interest Profit / (Loss) - - 0.11 0.27
Total Comprehensive Income / (Expenditure) for the year -1.47 -42.01 -6.87 -43.50

2. Highlights of companys performance:

The audited consolidated revenue of your Companys group including income from operations (gross) and other income during the year ended 31st March 2023 stood at Rs. 188.39 lac as compared to Rs. 269.61 lac in the previous year. The Group had a net loss of Rs. 6.98 lac during the year under review, as compared to net profit of Rs. 43.70 lac in the previous year.

On an audited standalone basis, the turnover of the Company, including income from operations (gross) and other income for the year under review, stood at Rs. 183.58 lac vis-?-vis Rs. 269.61 lac in the previous year. The Company has a net loss of Rs. 1.46 lac during the year ended 31st March 2023 against profit of Rs. 42.01 lac in the previous year.

3. Dividend:

Dividend was not declared during the Financial Year.

4. General reserve:

The Company has not transferred any amount to the General Reserve during the financial year ended 31st March 2023.

5. Revision of financial statement:

There was no revision of the financial statements for the year under review.

6. Disclosures under section 134(3)(1) of the companies act, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and the date of this report.

7. Change in nature of business, if any:

The Company is now into the business of construction and infra projects and there are no changes in the nature of business of the company during the financial year March 2022-23.

8. Significant and material orders passed by the regulators or courts or tribunals:

During the year under review, there have been no such significant and material orders passed by the Regulators or the Court, or the Tribunals impacting the going concern status and companys operations in the future.

9. Share capital:

As on March 31, 2023, the Authorised share capital stands at Rs.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each. Whereas, the issued, subscribed & paid-up share capital of your Company stand at Rs.1,71,50,000/- divided into 17,15,000 equity shares of Rs.10/- each fully paid.

a) Disclosure under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b) Disclosure under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014is furnished. c) Disclosure under Section 62(1)(a) of the Companies Act, 2013:

During the year under review, Company has not issued shares to existing Shareholder on right basis.

d) Disclosure under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. e) Disclosure under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

f) Information about Subsidiary / JV / Associate Company:

Presently, the Company has two subsidiary companies in the name of

"Vishvprabha Foods Private Limited" and "Vishvprabha & VS Buildcon Private Limited".

We have a stake holding of 100% in equity shares of Vishvprabha Foods Private Limited and 51% in in equity shares of Vishvprabha & VS Buildcon Private Limited.

The company has formulated a policy on the identification of material subsidiaries in line with regulation 16(c) of SEBI (Listing obligation and disclosure requirement) 2015 and same is also available on the companys website https://www.vishvprabhaventures.com/.

A statement containing the salient features of the financial statement of subsidiaries / associate / joint venture companies as per form AOC-1 is annexedas "Annexure

1" to this report. Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company along with relevant documents & separate audited financial statements in respect of subsidiaries are available on the Companys website, https://www.vishvprabhaventures.com/.

10. Segment reporting:

The primary business segment of your Company is construction.

11. Deposit:

The Company has not accepted any deposits and as such, no amount of principal or interest was outstanding as of the date of the Balance Sheet.

12. Particulars of loans, guarantees or investments under section 186:

The Company has given unsecured loan to wholly own subsidiary Company Vishvprabha Foods Private Limited. Except this the Company has not given any loan or guarantee as falling under the provisions of the Section 186 of the Companies Act, 2013. Details of loans given, investments made or guarantees given or security provided, if any, covered under the provisions of Section 186 of the Companies Act, 2013 and

Regulation 34(3) read with Schedule V of the ‘SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are given in the notes forming part ofthe financial statements provided in this Annual Report.

Company had took a Loan from Mahindra and Mahindra Financial Services Limited of Rs 878,000 on July 30, 2022. All the Necessary forms were duly Filed by the Company.

13. Insurance:

The assets of the Company including buildings, plant & machinery, etc. wherever necessary and to the extent required have been adequately insured against various risks.

14. Internal financial controls & risk management:

The Company has internal control mechanisms commensurate with the size and scale and nature of the operations system. The scope and authority of the Internal Audit function are defined by the Audit Committee. To maintain its objectivity and independence, the internal audit functions report to the Chairman of the Audit Committee of the Board. The internal audit department monitors and evaluates the efficiency and adequacy of the internal control system in the Company, and its compliance with operating systems, accounting procedures, and policies of the Company. Based on the suggestions of the internal audit function, the management undertook corrective action in their respective areas and thereby strengthens the controls.

15. Means of communication:

The quarterly and annual results are generally published in two language of newspaper English and Marathi respectively and simultaneously posted on the Companys website https://www.vishvprabhaventures.com/ and are also available on the website of BSE.

16. Board of Directors: a) Composition & constitution of Board of Directors:

As on March 31, 2023 The Company had 5 directors which majority of directors are IndependentDirector. Mrs. Rajalaxmi Vijay Sawant and Mr. Utsav Sumantkumar Bhavsar who has been appointed as an Additional Director (Non Executive and Independent) by the Board of Directors on dated 06th January, 2023 and 03rd July 2023 respectively. They shall be appointed as Director Subject to the approval of shareholders in the ensuing Annual General Meeting.

The Board of Directors as on the date comprises of following Directors and Key Managerial Personnel:

1 Mr. Mitesh Jayantilal Thakkar Managing Director 06480213
2 Mr. Paresh Ramanlal Desai Whole-time Director, (Executive Category) 08602174
3 Ms. Rakhi Ashokkumar Barod Independent Director 08776242
4 *Mr. Ashish Ramesh Dange Independent Director 07274436
5 **Mr.Mahesh Keshav Madkholkar Independent Director 02450136
6 ******Mrs. Rajalaxmi Vijay Sawant Independent Women Director 09847258
7 ***Mrs. Shweta Nirav Patel Independent Women Director 08195679
8 ****Mr. Jas Raj Nagal Company Secretary and Compliance Officer CTHPR9741M
9 *****Mr. Mahesh Maloo Chief Financial Officer AACPM1481D
10 #Mr. Rudrabahadur Bhaktbahadur Bhujel Company Secretary and Compliance Officer BWOPB9758D
11 ##Mr. Utsav Sumantkumar Bhavsar Independent Director 10121169
12 ###Mr. Ajay Kumar Singh Chief Financial Officer AXWPS3022K

Below are the details of changes in the Directors and KMP

* Mr. Ashish Ramesh Dange has resigned as Independent Director W.e.f. 07th June 2023

** Mr. Mahesh Keshav Madkholkar was appointed as Independent Director on 30th August 2022. During the year he resigned from the Independent directorship from the Board w.e.f. 14th December 2022.

*** Mrs. Shweta Nirav Patel had resigned as the Independent Director w.e.f. 18th August 2022.

**** Mr. Jas Raj Nagal had resigned as the Company Secretary and Compliance Officer w.e.f. 09th March 2023.

***** Mr. Mahesh Maloo was removed as Chief Financial Officer w.e.f. 27th March 2023.

****** Mr. Rajalaxmi Vijay Sawant was appointed as Additional Independent Director w.e.f from 06th January, 2023.

# Mr. Rudrabahadur Bhaktbahadur Bhujel was appointed as Company Secretary and Compliance officer w.e.f 03rd July, 2023

## Mr. Utsav Sumantkumar Bhavsar was appointed as Non-Executive Independent Director w.e.f. 03rd July, 2023

### Mr. Ajay Kumar Singh was appointed as Chief Financial Officer w.e.f 26th July, 2023.

b) Board Meetings held during the financial year 2022-23:

During the year ended 31st March 2023, 11 (Eleven) meetings of the Board of Directors were held. The details of the Board meeting held and the participation of the Directors there at is enumerated as under.

Sr. No. Date of Meeting Board Strength No. of Directors Present No. of Independent Directors Present % of Attendance
1 30/05/2022 5 5 3 100%
2 14/08/2022 5 5 3 100%
3 30/08/2022 4 4 2 100%
4 08/09/2022 5 5 3 100%
5 19/09/2022 5 5 3 100%
6 26/09/2022 5 5 3 100%
7 14/11/2022 5 4 2 80%
8 06/01/2023 4 4 2 100%
9 13/02/2023 5 5 3 100%
10 09/03/2023 5 5 3 100%
11 27/03/2023 5 5 3 100%

c) Directors attendance at the Board Meetings and Annual General Meeting (AGM):

The details of attendance recorded at each of the Board Meetings and also at the Annual General Meeting of the Company held during the year ended 31st March 2023 are as under:

Sr. No. Name of the Board Member No. of Meetings entitled to attend No. of Meetings attended Attendance sheet at the last AGM held on Dated 30/09/2022
1 Mr. Mitesh Thakkar 11 11 Yes
2 Mr. Paresh Raman Desai 11 11 No
3 Mr. Ashish Ramesh Dange 11 11 Yes
4 Mrs. Shweta Nirav Patel 2 2 NA
5 Ms. Rakhi Ashokkumar Barod 11 11 No
6 Mrs. Rajalaxmi Vijay Sawant 3 3 NA
7 Mr. Mahesh Keshav Madkholkar 4 3 Yes

d) Board-skills / expertise / competencies:

The Board of directors based on the recommendations of the Nomination and Remuneration Committee, identified the following core skills / expertise / competencies of Directors as required in the context of business of the Company for its effective functioning:

Sr. No. Skills / Expertise / Competencies

1 Leadership qualities

2 Industry knowledge and experience

3 Understanding of relevant laws, rules and regulations

4 Financial expertise

5 Risk management

e) A chart / matrix setting out the skills / expertise and competencies of the Board of Directors:

The Directors of your Company possess diverse knowledge and requisite skills, expertise, and competencies to effectively discharge adequate technical, financial, legal, and administrative skills in guiding the management. In terms of Para C (2), Schedule V to the SEBI Listing Regulations, the Board of Directors has identified the core skills / expertise / competencies which are desirable for the effective functioning of the Company and its sector. Accordingly, the details of such skills possessed by the Directors being members of the Board as on 31st March 2023 are as under:

Sr. No. Skill / Expertise / Competencies Mr. Mitesh J. Thakkar Mr. Paresh R. Desai Mr. Ashish R. Dange Mrs. Rajalaxmi Vijay Sawant Ms. Rakhi A. Barod
1 Leadership qualities Expert Good Good Good Expert
2 Industry knowledge and experience Expert Good Good Proficient Good
3 Understanding of relevant laws, rules and regulations Expert Good Expert Good Expert
4 Financial Expertise Expert Good Expert Good Good
5 Risk Management Expert Good Good Good Good

f) Nomination and remuneration committee:

The Nomination and Remuneration Committee of Directors is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Companies Act, 2013.

The composition of the committee is as under:

1 Mr. Ashish Dange, Chairman (resigned as chairman w.e.f June 07, 2023)

2 Mrs. Rajalaxmi Vijay Sawant, Member, Additional Independent Director.

3 Ms. Rakhi Ashokkumar Barod, Member, Independent Director during the year 2022-23 and Appointed as Chairperson w.e.f July 26, 2023)

4 Mr Utsav S Bhavsar, Member, Independent Director (Appointed w.e.f July 26, 2023)

The Board has, in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. This policy is hosted on Companys website: https://www.vishvprabhaventures.com/.

Major criteria defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company, are as under:

I Selection of Directors and Key Managerial Personnel:

In case of Executive Directors and Key Managerial Personnel, the selection can be made in either of the ways given below:

i. By way of recruitment from out side ii. From within the Company hierarchy; or iii. Upon recommendation by the Chairman or other Directors.

The appointment may be made either to fill up a vacancy caused by retirement, resignation, death or removal of an existing Executive Director or it may be a fresh appointment.

In case of Non-Executive Directors, the selection can be made in either of the ways given below:

i. By way of selection from the data bank of Independent Directors maintained by the Government. ii. Upon recommendation by Chairman or other Directors

II Qualifications, experience and positive attributes of Directors:

While appointing a Director, it shall always be ensured that the candidate possesses appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the

Companys business. a. In case of appointment as an Executive Director, the candidate must have the relevant technical or professional qualifications and experience as are considered necessary based on the job description of the position. In case no specific qualification or experience is prescribed or thought necessary for the position than while recommending the appointment, the job description to the Committee shall be provided and along with justifications that the qualifications, experience and expertise of the recommendedcandidate are satisfactory for the relevant appointment.

b. The Board, while making the appointment of a Director, shall also try to assess from the information available and from the interaction with the candidate that he is a fair achiever in his chosen field and that he is a person with integrity, diligence, and an open mind.

III Board diversity and independence of Directors:

While making the appointment of directors, the following principles shall be observed by the Board, as far as practicable:

? There shall be a proper mix of Executive and Non-Executive Directors and Independent and Non-independent directors on the Board. The Company shall always be in compliance with the provisions of Section 149 of the Companies Act, 2013 in this regard.

? There shall be a workable mix of directors drawn from various disciplines like technical, finance, commercial, legal, etc.

? While appointing a director to fill in a casual vacancy caused by death, resignation etc. of a director, an effort shall be made, as far as possible, to appoint such a person in his place who has the relevant experience in the fields or disciplines in which the outgoing director had with relevant expertise as requisite to the business of the Company. ? No preference on the basis of gender, religion or cast shall be given while considering the appointment of directors.

? While appointing independent directors, the criteria for the independent directors, as laid down in Section 149 (6) of the Companies Act, 2013 shall be followed.

IV Remuneration of Directors:

? Remuneration to Directors is based on various factors like the Companys size, economic and financial position, Directors participation in Board and Committee Meetings and after benchmarking with peer companies. Based on the same and performance evaluation of the concerned director, NRC recommends to the Board, that remuneration be payable to the Directors. ? The remuneration paid to Managing Director and Executive Director(s) includes base salary and variable compensation while remuneration to Independent Directors is based on various factors like committee position, chairmanship, attendance, and participation and performance evaluation. The Independent Directors are entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board/Committee meetings, and commission. ? In terms of Regulation 46 of the SEBI Listing Regulations, the criteria for payment to Non-Executive Directors is available on the website of the

Company: https://www.vishvprabhaventures.com/.

? For details of remuneration paid / payable to Directors for the year ended March 31, 2023, refer to Annual Return available in the Website of the Company.

The details of meeting held and participation of members of the committee is as follow;

Sr. No. Date of meeting Total No. of Directors on the date of Meeting No. of Directors attended % of attendance
1 30/05/2022 3 3 100%
2 14/08/2022 3 3 100%
3 08/09/2022 3 3 100%
4 14/11/2022 3 3 100%
5 12/12/2022</td> 3 3 100%
6 13/02/2023 3 3 100%

The details of Nomination and Remuneration Committee Meetings held from April 01, 2022 to March 31, 2023 and attendance of each Director thereat is as follows;

Sr. No . Name of the Board Member No. of Meeting sentitled to attend No. of Meetings attended Attendanceat the last AGM held on dtd. 30/09/2022
1 Mr. Ashish Ramesh Dange 6 6 Yes
2 Mrs. Rajalaxmi Vijay Sawant 1 1 NA
3 Ms. Rakhi Ashokkumar Barod 6 6 No
4 Mr. Mahesh Keshav Madkholkar 3 3 Yes
5 Mrs. Shweta Nirav Patel 2 2 No

During the year, Mrs. Shweta Nirav Patel and Mr. Mahesh Keshav Madkholkar resigned as an Independent Director and the appointment of Mrs. Rajalaxmi Vijay Sawant- change in the constitution of the Nomination and Remuneration Committee.

g) Audit committee:

After the resignation of Mrs. Shweta Nirav Patel and Mr. Mahesh Keshav Madkholkar as an Independent Director and the appointment of Mrs. Rajalaxmi Sawant, there were changes in the constitution of the Audit Committee.

The Audit Committee of Directors was reconstituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises:

1. Mr. Ashish Dange, Independent Director Chairman. (resigned w.e.f June 07, 2023)

2. Mrs. Rajalaxmi Sawant, Member, Additional Independent Director. (appointed w.e.f 06/01/2023)

3. Ms. Rakhi Ashokkumar Barod, Member, Independent Woman Director. Member, Independent Director during the year 2022-23 and Appointed as Chairperson w.e.f July 26, 2023)

4. Mr Utsav S Bhavsar, Independent Director (Appointed as Member w.e.f July 26, 2023)

5. Mrs. Shweta Nirav Patel Member (resigned w.e.f August 18 2022)

Extract of terms of reference:

Pursuant to Regulation 34 (3) read with Schedule V of the SEBI Listing Regulations, a brief description of terms of reference of the Audit Committee, inter-alia includes the following:

? 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;

? Recommendation for appointment, remuneration and terms of appointment of auditors of the Company and review and monitor the auditors independence and performance, and effectiveness of audit process;

? Reviewing, with the management, the quarterly & annual financial statements before submission to the Board for approval along with the draft audit report;

? Reviewing utilization of loans and/ or advances from / investment by the holding company in the subsidiary exceeding prescribed limits and also review the financial statements, in particular, the investments made by the unlisted subsidiaries of the Company;

? Approval or any subsequent modification of transactions of the Company with related parties;

? Recommendation to the Board, related party transactions not covered under Section 188, if not approved by the Audit Committee;

? Ratifying a transaction involving an amount not exceeding 1 Crore entered into by a Director or officer of the Company;

? Evaluation of internal financial controls and risk management systems;

? Reviewing compliance with listing and other legal requirements relating to financial statements;

? Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

? Establishing & reviewing the functioning of the Whistle Blower Mechanism;

? Reviewing compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 and verify that the systems for internal control are adequate and are operating effectively.

The details of the meeting held and participation of members of the committee are as follows;

Sr. No. Date of Meeting Total No. of Directors on the Date of Meeting No. of Directors attended % of Attendance
1 30/05/2022 3 3 100%
2 14/08/2022 3 3 100%
3 08/09/2022 3 3 100%
4 14/11/2022 3 3 100%
5 13/02/2023 3 3 100%

The details of Audit Committee Meetings held from April 01, 2022 to March 31, 2023 and attendance of each Director thereat is as follows:

Sr. No. Name of the Board Member No. of Meetings entitled to attend No. of Meetings attended Attendance at the last AGM held on dtd. 29/09/2022
1 Mr. Ashish Ramesh Dange 5 5 Yes
2 Mr. Mahesh Keshav Madkholkar 2 2 Yes
3 Mrs. Shweta Nirav Patel 2 2 No
4 Ms. Rakhi Ashokkumar Barod 5 5 No
5 Mrs. Rajalaxmi Vijay Sawant 1 1 NA

During the year, Mrs Shweta Nirav Patel and Mr. Mahesh Keshav Madkholkar resigned as an Independent Director and the appointment of Mrs. Rajalaxmi Vijay Sawant there was a change in the constitution of the Nomination and Remuneration Committee.

h) Stakeholders relationship committee:

A meeting of the above mentioned committee was held on December 14, 2022 in order to note the Complaint received from the Investor dated November 6 2022. It was resolved on February 01, 2023

i) Vigil mechanism policy for the directors and employees:

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The employees of the Company have the right / option to report their concerns / grievances to the Chairman of the Audit Committee. The Company is committed to adhering to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy is hosted on the Companys website at: https://www.vishvprabhaventures.com/.

j) Annual evaluation of Directors, Committee and Board:

The nomination and Remuneration Committee of the Board had prepared and sent, through its Chairman, feedback forms for evaluation of the Board, Independent Directors and the Chairman. The Independent Directors at their meeting considered and evaluated the Boards performance, and the performance of the Chairman. The Board subsequently evaluated the performance of the Board,the Committees and Independent Directors; without participation of the concernedDirector.

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the Listing Agreement, a separate meeting of the Independent Directors of the Company was held on February 13, 2023 to review the performance of Non- independent Directors (including the Chairman) and the Board as a whole Performance evaluation of Independent Directors was conducted by the Board of Directors, excluding the Director being evaluated. The criteria for performance evaluation of Independent Directors laid down by the Nomination, Remuneration and Compensation Committee are as below:

[ Ethics and values

[ Knowledge and proficiency,

[ Diligence,

[ Behavioural traits and

[ Efforts for personal development

Similarly, performance evaluation of the Chairman was carried out by the Independent Directors.

Familiarization programme:

The Company has familiarized the Independent Directors with the Company, their roles, responsibilities in the Company, and the nature of the industry in which the Company operates. The details relating to the familiarization program are available on the website of Companys website at: https://www.vishvprabhaventures.com/.

k) Separate Meeting of Independent Directors:

As stipulated by the code for Independent Directors in Schedule IV of the Act and Regulation 25 of the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on February 13, 2023, to review the performance of all Non-Independent Directors, the Board as a whole and the performance of the Chairman of the Company taking into account the views of other executive and non-executive directors. The independent directors also reviewed the quality, content and timeliness of the flow of information betweenthe Management and the Board and its Committees towards effective and reasonable performance and discharge of their duties.

l) Declaration by Independent Director(s):

The Company has received the declaration of independence from the Independent Directors as stipulated under Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, confirming that they meet the criteria of independence which has been duly assessed by the Board as part of performance evaluation of Independent Directors. Further, all the new Independent Directors have confirmed that they have registered/ applied for the registration for inclusion of their name in the Independent Directors data bank maintained by the Indian Institute of Corporate Affairs. Also, Independent Directors have confirmed that, if applicable, they shall undergo the proficiency test in accordance with Rule 6(4) of theCompanies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors have complied with the code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

m) Transfer to investor education and protection fund:

Pursuant to Section 125 of the Act, to the extent notified, dividends that are unclaimed for a period of seven years are to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government and no claim shall lie against IEPF. The Company was not required to transfer any funds to the Investor Education and Protection Fund for the year under review.

17. Prevention of insider trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulating trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price-sensitive information in relation to the Company and during the period when the trading window is closed. The Compliance Officer is responsible for the implementation of the Code.

The code of prevention of insider trading and fair disclosures is there on the website of the Company.

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

The Companys Code of practices and procedures for fair disclosure of unpublished price-sensitive information is available on the Companys website at: https://www.vishvprabhaventures.com/.

18. Auditors: a) Statutory Auditors:

The members of the Company at their 37th Annual General Meeting held on Wednesday, September 29th, 2021, had appointed M/s. S G C O & Co. LLP, Chartered Accountants, Mumbai having Firms Registration No. 112081W/W100184 as a Statutory Auditor of the Company for a period of 5 (Five) years.

b) Comment on Auditors Report:

The report of the auditors along with notes to the schedules forms part of this Annual Report. The observations made by the auditor in their Auditors Report are self-explanatory and therefore do not call for any further comments.

Except as follows:

i. At present no employee has cross the employment period in excess of four and half year. Hence the company has not make the provision for liability of gratuity in the books of accounts. Further no employee who has resigned during the year was liable to receive any amount of gratuity.

ii. The auditor has disclosed the relevant statutory dues outstanding for a period of more than six months in CARO Clause vii(a). These liabilities will be disposed of as soon as possible.

c) Secretarial Audit Report for the year ended 31st March 2023:

The Board has appointed of M/s. RRBP & Company a practicing Company Secretary, Mumbai. Mr. Bharat Prajapat having Membership No. 11562 to conduct Secretarial Audit for the FY 2022-23. The Secretarial Audit report for the financial year ended March 31, 2023 is annexed herewith marked as "Annexure 4" to this report.

d) Cost Audit:

The provisions of Section 148 under the Companies Act, 2013 are not applicable to the Company.

19. Reporting of fraud by auditors:

During the year under review, the Statutory Auditors and Secretarial Auditors havenot reported any instances of fraud committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Companies Act,2013 details of which need to be mentioned in the Report.

20. Related party transactions:

The transactions falling under Section 188 are annexed hereto as "Annexure 2".

However, related party transactions as per Ind AS 24 form part of the financials. During the year under review, there were no materially significant related party transactions that have been entered into by the Company with its related parties having potential conflict with the interests of the Company at large. All the related party transactions entered during the financial year were in the ordinary course of business and at arms length and approved by the Audit Committee. The Board has approved a policy for related party transactions, which is available on the Companys website at: https://www.vishvprabhaventures.com/.

21. Extract of annual return:

Pursuant to provisions of Section 92(3) of the Companies Act, 2013 (‘the Act) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the annual return is displayed on the website of the Company. www.vishvprabhaventures.com

22. Deposits:

As per notification dated 22nd January 2019 issued by MCA on form DPT-3, it has been classified that all companies according to Rule 16 and Rule 16A of the Companies (Acceptance of Deposits) Rules, 2014 have to inform ROC about the outstanding loans of the Company by filing form DPT-3. Your Company has not accepted any deposits from public in terms of Section 73, 74, 75, 76 of the Companies Act, 2013 and "outstanding receipts of money or loan" are outstanding as on 31st March, 2023 and which are not considered as deposits, in terms of Rule 2(1)(c)of Companies (Acceptance of Deposits) Rules, 2014 read with Section 73 of the Companies Act, 2013 and accordingly your company has filed form DPT-3.

23. Corporate social responsibility:

Social welfare activities have been an integral part of the Company since its inception. The Company is committed to fulfilling its social responsibility as a good corporate citizen. However, the Company is not covered by the provisions of Section 135 of the Companies Act, 2013, as it does not satisfy the conditions of net worth and net profit as laid therein.

24. Secretarial standards of ICSI:

Secretarial Standards issued by The Institute of Company Secretaries of India with respect to Board and general meetings are generally complied with by the Company.

25. Particulars of employees:

The Company does not have any employee whose particulars are required to be given in terms of the provisions of Section 197(12) of the Companies Act, 2013 read along with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Details of workplace sexual harassment complaints reported as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Sr No Particulars Number of Complaints
1 Number of complaints filed during the financial year 2022-23 NIL
2. Number of complaints disposed of during the financial year 2022-23 NIL
3. Number of complaints pending as on end of the financial year 2022-23 NIL

The Company has complied all the applicable rules as prescribed in (Prevention, Prohibition and Redressal Act, 2013). Company also taken measures to upgrade the safety measures of Women. The Company also has zero tolerance for sexual harassment in the workplace and has adopted a policy on prevention, prohibition, and redress of sexual harassment at the workplace. With the objective of providing a safe working environment, all employees are covered under this policy.

26. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The particulars relating to conservation of energy and technology absorption, stipulated in the Companies (Accounts) Rules, are attached as "Annexure 3". There are no foreign exchange earnings or outgo during the year under review.

27. Directors responsibility statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act,2013:

a) In the preparation of the annual accounts for the Year Ended March 31, 2023 the applicable accounting standards had been followed along with proper explanation relating tomaterial departures, if any;

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 March 31, 2023 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;

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

f) And 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. The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

28. General shareholder information: a) 39th Annual General Meeting:

Date Time Venue
29/09/2023 2.00 pm Ground Floor, Avighna Heights, Survey No 45-4B, Behind Sarvoday Park, Nandivali Road, Dombivli (East), Thane - 421201

b) Financial calendar for the year 2022-23.

Financial year 1st April, 2022 to 31st March, 2023
Book Closure Date 22nd September, 2023 to 28th September, 2023 (both days inclusive)

c) Listing of equity shares on stock exchanges and stock codes:

Name of stock exchange
Address of stock exchange Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400001
Scrip Code 512064

The Company has paid the annual listing fees to the stock exchange for the FY 2022-23.

d) Location and time, where Annual General Meeting (AGM) for the last 3 years were held is given below:

Financial AGM Time Place / Location
2021-22 38th Wednesday, September 29, 2021 2.00 pm Ground Floor, Avighna Heights, Survey No.45-4B Behind Sarvoday Park, Nandivali Road, Dombivli East, Thane-421201
2020-21 37th Wednesday, September 29, 2021 2.00 pm Ground Floor, Avighna Heights, Survey No.45-4B Behind Sarvoday Park, Nandivali Road, Dombivli East, Thane-421201
2019-20 36th Tuesday, September 29, 2020 3.00 pm Ground Floor, Avighna Heights, Survey No.45-4B Behind Sarvoday Park, Nandivali Road, Dombivli East, Thane-421201

All the resolutions set out in the respective notice were passed by the requisite majority of the shareholders.

e) Extra Ordinary General Meeting held in 2022-23- Nil.

f) Special Resolutions passed in Annual General Meeting held during the FY 2021-22:

1. Appointment of Mr Mahesh Keshav Madkholkar (DIN: 02450136), as an independent director

2. Conversion of Unsecured Loans into Equity Shares

3. Authorisation under 186 of the Companies Act 2013.

g) Special Resolutions passed in Annual General Meeting held during the FY 2020-21:

1. To increase managerial remuneration payable to Mr. Paresh Ramanlal Desai (DIN:08602174), Whole-Time Director in excess of 5% of the net profits of the company.

h) Special Resolutions passed in Annual General Meeting held during the

1. Appointment of Mr. Aniket Mahendra Bhosale (DIN:08663049) as an Independent Director of the company.

2. Appointment of Ms. Rakhi A. Barod (DIN:08776242) as a Woman Independent Director of the company.

3. Change in designation of Mr. Akash Bhagwan Karne (DIN:07949609) from Non-Executive Independent Director to Executive Director of the company.

4. Conversion of unsecured loan into equity shares.

i) Registrar and Share Transfer Agent (RTA):

The registered office address and contact details of RTA are as follows:

M/s Link Intime India Pvt. Ltd.

C 101, 247 Park, L B S Marg, Vikhroli (West), Mumbai 400083 Phone: +91 022 49186000 Email: accounts@linkintime.co.in

j) Share transfer system:

The Board has the authority for approving the transfer, and transmission of the Companys securities. The Company ensures that the half-yearly Compliance Certificate pursuant to regulations 40(9) and 40(10) of the SEBI Listing Regulations are filed with the Stock Exchanges.

As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amended vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities(except in case of transmission or transposition of securities) cannot be processed from April 1, 2019 unless the securities are held in the dematerialized form with the depositories. Therefore, members holdingshares in physical form are requested to take necessary action to dematerialize the holdings.

k) Dematerialization of shares:

The Companys shares are required to be compulsorily traded on Stock Exchanges in dematerialized form. The number of shares as of 31st March, 2023 held in dematerialized and physical form are as under:

Sr. No. Particulars No. of Shares %
1 CDSL 13,70,859 79.93%
2 NSDL 317891 18.54%
3 Physical 26,250 1.53%
Total 17,15,000 100.00%

l) Compliance with mandatory and non-mandatory requirements of the listing regulations:

The Company has complied with all mandatory requirements of Listing Regulations and has not adopted any non-mandatory requirements which are not applicable to the Company.

m) Fees payable to Statutory Auditors:

Total consolidated fees payable to the Statutory Auditors for statutory audit fees including reimbursement of expenses and others for FY 2022-23 is Rs. 150,000.

n) Details of non-compliance by the listed entity, penalties, strictures imposed on the entity: NIL

o) Appreciation:

Your Directors would like to express their appreciation for the cooperation and assistance received from Government authorities, financial institutions, banks, vendors, customers, shareholders and other business associates during the year under review. The Directors also wish to place on record their deep sense of appreciation for the committed services of all theemployees of the Company.

For and on behalf of the Board of Directors of
Vishvprabha Ventures Limited
Mitesh J. Thakkar
Managing Director
DIN 06480213
Place : Dombivli, Thane
Date : 05/09/2023

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