To
The Members,
VISHVAS PROJECTS LIMITED
Your Directors have pleasure in presenting before you the 37th Annual Report
of the Company together with the Audited Statements of Accounts for the year ended 31st
March, 2021.
FINANCIAL RESULTS
The summarized performance of the Company for the years 2020-21 and 2019-20 is given
below:
| S. No. Particulars |
2020-21 |
2019-20 |
| 1. Total Income/Loss |
Nil |
Nil |
| 2. Less: Total Expenses |
1,85,526.00 |
1,83,901.00 |
| 3. Profit Before Tax |
(1,85,526.00) |
(1,83,901.00) |
| 4. Profit/Loss after Tax |
(1,85,550.00) |
(1,83,961.00) |
FINANCIAL PERFORMANCE
During the year under review, the Company's income is Rs. Nil as against income of Rs.
Nil in 2019-20. The net loss after tax during the year has been Rs. (1,85,550.00/-) as
against the net loss of Rs. (1,83,961.00/-)/- in the previous year.
RESERVE AND SURPLUS
The net Loss of Rs. (185,550.00/-) is being transferred to Reserve and Surplus and
total Reserve and surplus as on 31st March, 2021 stands Rs. (2,50,18,294/-).
DIVIDEND
To plough back the profits in to the business activities, no dividend is recommended
for the financial year 2020-21.
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 the
company.
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 2020-21 (In Rs. ) |
% increase in Remuneration in FY 2020-21 ** |
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 |
N.A |
N.A |
N.A. |
N.A. |
| Time Director |
|
|
|
|
The number of permanent employees as on 31st March, 2021 was 1.
Average of remuneration of employees excluding KMPs Nil
Company's 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, 2021 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, 2021, 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 appointed M/s. Manoj Raj & Associates, Chartered Accountants (Firm
Registration No. 017373N) as Statutory Auditor of the Company to hold the office from the
conclusion of this Annual General Meeting till the Conclusion of 42nd Annual
General Meeting of the Company at remuneration to be decided mutually subject to the
confirmation by shareholders at the ensuing annual general meeting of the company.
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. Ashok Marwah, Whole Time Director of the company had
resigned from the directorship of the company w.e.f 21st 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 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 (07) Seven Board Meetings were convened and held on 17.06.2020,
27.07.2020, 31.08.2020, 11.09.2020, 07.11.2020, 21.01.2021 and 13.02.2021.
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, 2021:
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 27.07.2020,
11.09.2020, 07.11.2020 and 13.02.2021.
| Sr. No. 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 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 Company's 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 Company's 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
(viii) 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 Company's 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 Company's 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 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 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, 2021:
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:
27.07.2020, 11.09.2020, 07.11.2020 and 13.02.2021.
| Sr. No. 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 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
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 27.07.2020,
11.09.2020, 07.11.2020 and 13.02.2021.
Composition
The composition of Remuneration Committee of the Board comprises of four Directors as
at 31st March, 2021
| Sr. No. 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 / 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.
INDEPENDENT DIRECTORS' MEETING
During the year under review, the Independent Directors met on November 07, 2020, 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.
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
has appointed M/s. Ankit Singhal & Associates, Company Secretaries, to
undertake the Secretarial audit of the Company for the Financial Year 2020-21.
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 COMPANY'S OPERATIONS IN
FUTURE
No significant and material orders have been passed by the regulators or courts or
tribunals, impacting the going concern status and company's 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 required under the Companies Act, 2013 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.
|
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By Order of the Board of Directors |
|
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VISHVAS PROJECTS LIMITED |
|
Sd- |
Sd/- |
| Place: New Delhi |
Seema Shanker |
Kishori Prasad Gupta |
| Date: 20/08/2021 |
Director |
Director |
|
DIN: 07215711 |
DIN: 08084072 |
|
25/378, Block-25 |
JAI PRAKASH NAGAR |
|
Trilok Puri, Delhi |
RATU ROAD PS |
|
|
SUKHDEV NAGAR |
|
|
MADHUKAM |
|
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RANCHI 834005 |
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