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EQUITY - MARKET SCREENER

Vishvprabha Ventures Ltd
Industry :  Finance & Investments
BSE Code
ISIN Demat
Book Value()
512064
INE762D01011
25.2763848
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
0
14.23
EPS(TTM)
Face Value()
Div & Yield %
0
10
0
 

As on: Feb 03, 2023 04:24 PM

Dear Shareholders / Members,

Your Directors have not very happy about presenting the Thirty-eighth Annual Report on the business operations and financial performance of Vishvprabha Ventures Limited ("the Company" or "VVL") along with the Audited Financial Statements for the Financial Year ended March 31, 2022 (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, 2022 and March 31, 2021 is as follows:

(Rs. in Lac)

Particulars Standalone Consolidate
For the period ended 31st March For the period ended 31st March
2022 2021 2022 2021
Revenue from Operations 240.20 55.02 240.20 66.48
Other Income 29.41 25.43 29.41 25.43
Total Revenue 269.61 80.44 269.61 91.91
Profit / (Loss) before Depreciation, Interest & Tax (PBDIT) -33.63 6.49 -35.39 6.12
depreciation & Amortization 7.31 0.36 7.31 0.36
Interest - - - -
Profit/(Loss) Before Exceptional Items and Tax -40.94 6.12 -42.70 5.76
Exceptional Items - - - -
Profit/(Loss) Before Tax -40.94 6.12 -42.70 5.76
Tax Provision / (Excess) 1.07 -0.53 1.07 -0.52
Profit/(Loss) After Tax -42.01 6.65 -43.77 6.28
Other Comprehensive Income / (Expenditure) for the year - - - -
Less: Minority Interest Profit / (Loss) - - 0.27 0.02
Total Comprehensive Income / (Expenditure) for the year -42.01 6.65 -43.50 6.26

2. Highlights of company's performance:

The audited consolidated revenue of your Company's group including income from operations (gross) and other income during the year ended 31st March 2022 stood at Rs.269.61 lac as compared to Rs.91.91 lac in the previous year. The Group had a net loss of Rs.43.50 lac during the year under review, as compared to net profit of Rs. 6.26 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.269.61 lac vis-a-vis Rs. 80.44 lac in the previous year. The Company has a net loss of Rs.42.01 lac during the year ended 31st March 2022 against profit of Rs.6.65 lac in the previous year.

3. Dividend:

After the acquisition of the company in FY 2018-19 by the new management, they retained the dividend policy. From the FY 2018-19 to the FY 2020-21 the company constantly paid dividends at 25 paise (i.e. 2.50%) per equity share of Rs.10/- each fully paid.

With effect from 1st April, 2020, the dividend is taxable in the hands of the shareholders and the Company has deducted tax at source at applicable rates.

4. General reserve:

The Company has not transferred any amount to the General Reserve during the financial year ended 31st March 2022.

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 Company's 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 2021-22.

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 company's operations in the future.

9. Share capital:

As on March 31, 2022, 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. The paid-up share capital of the company has increased by Rs.1,47,00,000/- divided into 14,70,000 equity shares of Rs.10/- each fully paid due to the issue and subscription of right shares.

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, 2014 is furnished.

c) Disclosure under Section 62(1)(a) of the Companies Act, 2013:

During the year under review, the Company has made a rights issue of 14,70,000 equity shares of Rs.10/- each fully paid at the price of Rs.30/- per equity share, including a premium of Rs.20/- per share. The rights issue was subscribed by 1.42 times. These shares were allotted on 07th February 2022. The total capital raised from the rights issue was Rs.441.00 lac. The funds raised from the rights issue have been utilized as per objects stated in the Letter of Offer dated December 20, 2021.

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 company's 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 annexed as "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 Company's 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 of the financial statements provided in this Annual Report.

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 operation's 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.

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them.

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 Company's 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:

The Company comprises five directors which majority of directors are Independent Director and Mr. Mahesh Keshav Madkholkar who has been appointed as an Additional Independent Director by the Board of Directors on dated August 30, 2022 (Subject to the approvals of shareholders in the ensuing Annual General Meeting).

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

Sr. Name No. Designation DIN / PAN
1 Mr. Mitesh Jayantilal Thakkar Managing Director 06480213
2 Mr. Paresh Ramanlal Desai Whole-time Director, (Executive Category) 08602174
3 Mr. Ashish Ramesh Dange Independent Director 07274436
4 Mr. Mahesh Keshav Madkholkar * Additional Independent Director 02450136
5 Ms. Rakhi Ashokkumar Barod Independent Women Director 08776242
6 Mrs. Shweta Nirav Patel ** Independent Women Director 08195679
7 Mr. Jas Raj Nagal Company Secretary and Compliance Officer CTHPR9741M
8 Mr. Mahesh Maloo Chief Financial Officer AACPM1481D

? Below are the details of changes in the Directors and KMP

* Mr. Mahesh Keshav Madkholkar (DIN:02450136) was appointed as an Additional Independent Director on Board w.e.f. August 30, 2022.

** Mrs. Shweta Nirav Patel (DIN: 08195679) has resigned from the Independent Women directorship from the Board w.e.f. August 18, 2022.

b) Board Meetings held during the financial year 2021-22:

During the year ended 31st March 2022, 5 (Five) 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. Date of No. Meeting Board Strength No. of Directors Present No. of Independent Directors Present

% of Attendance

1 30/06/2021 4 4 3 100%
2 14/08/2021 5 5 3 100%
3 06/09/2021 5 5 3 100%
4 14/11/2021 5 5 3 100%
5 14/02/2022 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 2022 are as under:

Sr. Name of the Board Member No. No. of Meetings entitled to attend No. of Meetings attended Attendance at the last AGM held on dtd. 29/09/2021
1 Mr. Mitesh Thakkar 5 5 Yes
2 Mr. Paresh Raman Desai 4 4 Yes
3 Mr. Ashish Ramesh Dange 5 5 Yes
4 Mrs. Shweta Nirav Patel * 5 5 Yes
5 Ms. Rakhi Ashokkumar Barod 5 5 Yes

* Mrs. Shweta Nirav Patel (DIN: 08195679) has resigned from the Independent Women directorship from the Board w.e.f. August 18, 2022.

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 2022 are as under:

Sr. Skill / Expertise No. / Competencies Mr. Mitesh J. Thakkar Mr. Paresh R. Desai Mr. Ashish R. Dange Mr. Mahesh Keshav Madkholkar * 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

* Mr. Mahesh Keshav Madkholkar (DIN:02450136) was appointed as an Additional Independent Director on Board w.e.f. August 30, 2022.

f) Nomination and remuneration committee:

After the resignation of Mrs. Shweta Nirav Patel as an Independent Woman Director and the appointment of Mr. Mahesh Keshav Madkholkar as an Additional Independent Director, there was a change in the constitution of the Nomination and Remuneration Committee w.e.f. August 30, 2022.

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

2 Mr. Mahesh Keshav Madkholkar, Member, Additional Independent Director.

3 Ms. Rakhi Ashokkumar Barod, Member, Independent Director

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 Company's 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 Company's 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 recommended candidate 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 Company's 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, 2022, refer to Form No.MGT-9 annexed as to the Directors' Report 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 09/04/2021 3 3 100%
2 30/06/2021 3 3 100%
3 14/08/2021 3 3 100%
4 14/11/2021 3 3 100%
5 26/11/2021 3 3 100%
6 14/02/2022 3 3 100%

The details of Nomination and Remuneration Committee Meetings held from April 01, 2021 to March 31, 2022 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. 29/09/2021
1 Mr. Ashish Ramesh Dange 6 6 Yes
2 Mr Mahesh Keshav Madkholkar * 0 0 NA
3 Mrs. Shweta Nirav Patel * 6 6 Yes
4 Ms. Rakhi Ashokkumar Barod 6 6 Yes

* After the resignation of Mrs. Shweta Nirav Patel as an Independent Woman Director and the appointment of Mr. Mahesh Keshav Madkholkar, there was a change in the constitution of the Nomination and Remuneration Committee

g) Audit committee:

After the resignation of Mrs. Shweta Nirav Patel as an Independent Woman Director and appointment of Mr. Mahesh Keshav Madkholkar, 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.

2. Mr. Mahesh Keshav Madkholkar, Member, Additional Independent Director.

3. Ms. Rakhi Ashokkumar Barod, Member, Independent Woman Director.

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 Company's 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 auditor's of the Company and review and monitor the auditor's 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 auditor's, 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 09/04/2021 3 3 100%
2 30/06/2021 3 3 100%
3 14/08/2021 3 3 100%
4 14/11/2021 3 3 100%
5 26/11/2021 3 3 100%
6 14/02/2022 3 3 100%

The details of Audit Committee Meetings held from April 01, 2021 to March 31, 2022 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. 29/09/2021
1 Mr. Ashish Ramesh Dange 6 6 Yes
2 Mr Mahesh Keshav Madkholkar * 0 0 NA
3 Mrs. Shweta Nirav Patel ** 6 6 Yes
4 Ms. Rakhi Ashokkumar Barod 6 6 Yes

* Mr. Mahesh Keshav Madkholkar (DIN:02450136) was appointed as an Additional Independent Director on Board w.e.f. August 30, 2022.

** Mrs. Shweta Nirav Patel (DIN: 08195679) has resigned from the Independent Women directorship from the Board w.e.f. August 18, 2022.

h) Stakeholders' relationship committee:

Stakeholders' Relationship Committee is not applicable to Company as the number of members does not exceed 1000.

i) Right issue committee:

The board of directors of the company as constituted right committee to decide various natter concerning the right issue.

The composition of members is of the committee from the board of directors and their details are mentioned below:

Sr. Name of the Board No. Member Designation Directorship
1 Mr. Mitesh Thakkar Chairman Managing Director
2 Mr. Paresh Raman Desai Member Whole-time Director
3 Mr. Ashish Ramesh Dange Member Independent Director
4 Mrs. Shweta Nirav Patel * Member Independent Woman Director
5 Ms. Rakhi Ashokkumar Barod Member Independent Woman Director

During the year ended 31st March 2022, there were 4 (Four) meetings held by the right issue committee, the details of meetings held and attendance records of which are as follows;

Sr. Date of No. Meeting Board Strength No. of Directors Present No. of Independent Directors Present

% of Attendance

1 22/06/2021 4 4 3 100%
2 26/11/2021 5 5 3 100%
3 21/12/2021 5 5 3 100%
4 07/02/2022 5 5 3 100%

The issue committee was empowered to decide all matters related to the right issue.

j) 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 Company's website at: https://www.vishvprabhaventures.com/.

k) 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 Board's 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 concerned Director.

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 14, 2022 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.

4- 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 Company's website at: https://www.vishvprabhaventures.com/.

l) 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 14, 2022, 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 between the Management and the Board and its Committees towards effective and reasonable performance and discharge of their duties.

m) 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 the Companies (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.

n) 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 Company's 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 Company's Code of practices and procedures for fair disclosure of unpublished price-sensitive information is available on the Company's website at: https://www.vishvprabhaventures.com/.

18. Auditor's:

a) Statutory Auditor's:

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 Firm's Registration No. 112081W/W100184 as a Statutory Auditor of the Company for a period of 5 (Five) years.

b) Comment on Auditor's 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 Auditor's

Report are self-explanatory and therefore do not call for any further comments.

c) Secretarial Audit Report for the year ended 31st March 2022:

The Board has appointed M/s. PR Pathade & Co., a practicing Company Secretary, Mumbai, having COP No.19369 to conduct Secretarial Audit for the FY 2021-22. The Secretarial Audit report for the financial year ended March 31, 2022 is annexed herewith marked as "Annexure 5" 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 auditor's:

During the year under review, the Statutory Auditors and Secretarial Auditors have not 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 Company's 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 and also attached as "Annexure 3" of this report.

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, 2022 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 of Rs.3,95,14,616/- 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.

The Company 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 and accordingly, there were no complaints filed during the FY 2021-22. Your Directors stated that during the year under review, there were no cases filed pursuant to the sexual harassment of women in the workplace (Prevention, Prohibition and Redressal Act, 2013) related to the Company.

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 4". 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, the applicable accounting standards had been followed along with proper explanation relating to material 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 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;

e) 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) 38th Annual General Meeting:

Date Time Venue
30/09/2022 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 2021-22.

Financial year 1st April, 2021 to 31st March, 2022
Book Closure Dates 24th September, 2022 to 30th September, 2022 (both days inclusive)

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

Name of stock exchange Bombay 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 2021-22.

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

Financial Year AGM Day and Date Time Place / Location
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
2018-19 35th Saturday, September 28, 2019 2.00 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 2021-22- Nil.

f) 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.

g) Special Resolutions passed in Annual General Meeting held during the FY 2019-20:

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

2. Appointment of Ms. Rakhi Ashokkuamr 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.

h) Special Resolutions passed in Annual General Meeting held during the FY 2018-19:

There is no special business transacted at Annual General Meeting held for 2018-19.

i) Stock market date and their performance v/s S&P BSE Sensex:

The high/low of the market price of the shares of the Company and the performance there of with the BSE Sensex are below given in the charts:

Bombay Stock Exchange Limited

Month High (Rs.) Low (Rs.) Sensex
April 2021 84.00 47.50 48782.36
May 2021 99.65 80.00 51937.44
June 2021 84.30 53.25 52482.71
July 2021 79.95 68.60 52586.84
August 2021 86.60 67.00 57552.39
September 2021 100.00 72.20 59126.36
October 2021 104.00 88.75 59306.93
November 2021 114.00 88.15 57064.87
December 2021 108.25 42.15 58253.82
January 2022 153.00 76.05 58014.17
February 2022 110.30 49.85 56247.28
March 2022 69.90 47.40 58568.51

j) 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

k) Share transfer system:

The Board has the authority for approving the transfer, and transmission of the Company's 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 holding shares in physical form are requested to take necessary action to dematerialize the holdings.

l) Distribution of shareholding:

Nominal value of equity shares of Rs.10/- each fully paid.

Category (Shares) Shareholders Shareholding
Number % Number %
001 - 100 393 74.29 10796 0.63
101 - 200 36 6.81 5790 0.34
201 - 500 28 5.29 8841 0.52
501 - 1000 20 3.78 15120 0.88
1001 - 5000 23 4.35 50256 2.93
5001 - 10000 6 1.13 36883 2.15
10001 - 100000 21 3.97 526970 30.73
100000 - Above 2 0.38 1060344 61.83
Total 529 100.00 1715000 100.00

m) Dematerialization of shares:

The Company's shares are required to be compulsorily traded on Stock Exchanges in dematerialized form. The number of shares as of 31st March, 2021 held in dematerialized and physical form are as under:

Sr. No. Particulars No. of Shares %
1 CDSL 13,65,126 79.60%
2 NSDL 3,23,624 18.87%
3 Physical 26,250 1.53%
Total 17,15,000 100.00%

n) 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.

o) 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 2021-22 is Rs.2,00,200/-.

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

During the year under review, BSE imposed penalty as detailed below:

Regulation Particulars Amount Imposed Payment Status
1 Penalty under Regulation 29(2) / 29(3) of SEBI (LODR) 2015 Delay in furnishing prior intimation about the meeting of the Board of the Directors. Basic Fine - Rs. 10.000/- and GST of Rs.1,800/- Total Fine Rs. 11,800/- Paid

q) 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 the employees 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 : 08/09/2022