Vishwamitra Financial Services Ltd Directors Report.

DIRECTORS

To,

The Members,

Your Directors have pleasure in submitting the Twenty Seventh Annual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars Year ended 31st March, 2013 Year ended 31st March, 2012
Gross Income 11.80 7.73
Profit before Depreciation, Interest & Tax 0.14 2.40
Less: Depreciation 0.08 0.08
Less: Interest
Profit before exceptional items and taxes 0.06 2.32
Add : Provision for NPAs written back
Profit before Tax 0.06 2.32
Add : Prior Period Expenses
Profit after Tax 0.06 2.32
Add: Balance brought forward (791.64) (793.96)
Deficit in Profit & Loss account carried to Balance Sheet (791.58) (791.64)

DIVIDEND

Your Directors do not recommend any dividend on Equity Shares for the year under review.

FORFEITURE OF SHARES

The Company has forfeited 16700 equity shares in the month of March, 2013 due to non payment of Allotment money and Call money by the shareholders. After forfeiture of these shares, the Paid-Up Capital of the Company is Rs.6,96,33,000/-.

OPERATIONS

Due to shortage of working capital Company could not carry out its business activities actively. Subsequent to the date of Balance sheet Company has sold substantial part of quoted investments and utilized the amounts to repay the borrowings.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

Vishwamitra India Finvest Services Ltd., Infinity Dealmark Pvt. Ltd., Manoj Kumar Chand and Pankaj Kumar Chand have entered into Share Purchase Agreement with the present Promoters - Blue Blends (India) Ltd., Bindal Synthetics Pvt. Ltd., Blue Blends Leasing Pvt. Ltd. and Cressida Traders Pvt. Ltd. for acquisition of 48,86,000 equity shares of the Company on 26th April, 2013.

Accordingly, Public Announcement and Draft Open Offer have been filed with the BSE and SEBI.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposit from the public within the meaning of Non Banking Financial Companies (Reserve Bank Directions) or Section 58A of the Companies Act, 1956 or Rules made thereunder.

DIRECTORS

Mr. Anand Arya and Mr. Vijay Kumar Bothra retire by rotation and being eligible offers themselves for reappointment at the ensuing Annual General Meeting.

Mr. Manoj Kumar Chand was appointed as an Additional Director of the Company with effect from 16.07.2013 and he holds office of the Director up to the conclusion of forthcoming Annual General Meeting and is eligible for re-appointment. The Company has received a notice in writing under Section 257 of the Companies Act, 1956 with requisite security deposit from a shareholder proposing the candidature of Mr. Manoj Kumar Chand as a Director of the Company. The resolution for appointing Mr. Manoj Kumar Chand is contained in the notice of the ensuing Annual General Meeting of the Members of the Company.

Mr. Nand Kumar Singh was appointed as an Additional Director of the Company with effect from 16.07.2013 and he holds office of the Director up. to the conclusion of forthcoming Annual General Meeting and is eligible for re-appointment. The Company has received a notice in writing under Section 257 of the Companies Act, 1956 with requisite security deposit from a shareholder proposing the candidature of Mr. Nand Kumar Singh as a Director of the Company. The resolution for appointing Mr. Nand Kumar Singh is contained in the notice of the ensuing Annual General Meeting of the Members of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant it the requirement under section 217 (2AA) of the Companies Act, 1956, with respect of Directors Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the accounts for the financial year ended 31st March, 2013, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 of the Company for the year ended that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

(iv) the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

AUDITORS QUALIFICATION

As regards Auditors Opinion point no. i) regarding non - provision of doubtful advances of Rs. 143.11 lakhs given to its wholly-owned subsidiary Company M/s Blue Blends Stocks & Securities Limited in their Auditors Report, you attention drawn to Note No. 13, which is self explanatory.

PERSONNEL

The Company had not paid any remuneration attracting the provisions of the Companies (Particulars of employees) Rules 1975 read with the Section 217 (2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

LISTING FEES

Listing fees to The Bombay Stock Exchange has been paid for the Financial Year 2013-2014

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges a report on the Corporate Governance is separately attached together with a report Management discussion and analysis.

CONSOLIDATED FINANCIAL STATEMENTS:

(i) Company has one subsidiary - Blue Blends Stocks & Securities Limited.

As required under the listing agreement with the Stock exchange, the audited consolidated financial statements of the Company incorporating its subsidiary company prepared in accordance with applicable Accounting Standards are attached.

(ii) The Ministry of Corporate Affairs has by its notification dated 8Ih February 2011 granted a general exemption to companies, as per which, the provision of section 212 shall not apply in relation to subsidiaries, subject to the fulfillment of certain conditions. Accordingly the consolidated financial statements of the holding company and subsidiary duly audited by its statutory auditors have been presented and the individual account of the subsidiary company has not been attached.

(iii) Any shareholder may either ask for a copy or inspect at the registered office a copy of the audited accounts of the subsidiary company

AUDITORS & AUDITORS REPORT

The Auditors of the Company, M/s. P. C. Surana & Co., has expressed their inability to continue as Statutory Auditors. The Company has received a notice in writing from the members proposing the name of M/s J.B.S. & Company, Chartered Accountants, Kolkata for appointment as statutory auditors.

The Company has received a letter from M/s J.B.S. & Company, Chartered Accountants, Kolkata to the effect that their appointment, if made, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956 and that they are not disqualified from such appointment within the meaning of section 226 of the Companies Act, 1956

PARTICULARS UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, the relevant information is given below:-

CONSERVATION OF ENERGY:-

As there were no manufacturing activities during the year under review and in the previous year, the details regarding Conservation of Energy, Power & Fuel consumption and Technology Absorption are not given and applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO:- NIL SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate as required under section 383A (i) of the Companies Act, 1956 issue by M/s MILAN MEHTA & ASSOCIATES, Company Secretaries, is annexed herewith.

ACKNOWLEDGMENT

The Directors acknowledge with gratitude the co-operation and support extended by the Bankers, Shareholders and Employees of the Company.

For and On Behalf of the Board
Place : Mumbai (ANAND ARYA)
Date : 28th May,2013 CHAIRMAN