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Vistar Amar Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in presenting their Director Report together with the Audited Financial Statements of the Company for the year ended March 31,2025.

1. Financial Results

The financial statements of the Company for the year ended 31st March, 2025 have been prepared in accordance with Ind AS and Schedule III to the Companies Act, 2013 (the âActâ).

(Rs. in 000''s)
Particulars	As on 31st March, 2025	As on 31st March, 2024
Sales	269,924	740,893
Other Income	1,160	207
Gross Income	271,085	741,099
Profit before Depreciation and Taxation	(7,635)	53,313
Less: Depreciation	6,238	3,747
Profit before Taxation	(13,873)	49,566
Less: Deferred Tax	467	(317)
Less: Provision for taxation	-	12,800
Less: Income Tax of earlier years	387	0.00
Profit/(Loss) after tax	(14,727)	37,083
Add: Balance B/F from the previous year	135,742	98,584
Add: Receipt of Securities Premium	273,920	0.00
Less: Right Issue Related Expenses	-3,431	0.00
Add/ Less: Remeasurement gain / (loss) on defined benefit plan	-779	75
Surplus available for appropriation	390,724	135,742
Appropriations
General Reserves	0.00	0.00
Proposed Dividend	0.00	0.00
Tax on Dividend	0.00	0.00
Balance carried to Balance sheet	390,724	135,742

2. Operational Review/Review of Business Operations/The state of company affairs (Rupees wherever mentioned is in 000''s)

During the year under review, the Company generated a total revenue of Rs. 269,924, as compared to Rs. 740,893 in the previous financial year. The Company recorded a Net Loss before Tax of Rs. (13,873), against a Net Profit before Tax of Rs. 49,566 in the previous year.

The decline in revenue and profitability was primarily due to the seasonal nature of the fishery business and the Company''s dependence on resource availability, which can vary significantly due to unpredictable marine conditions, weather patterns, and regulatory restrictions. These factors affected the consistency of supply and, consequently, impacted the overall business performance during the year.

Despite the challenges, your Directors remain committed to improving the operational and financial performance of the Company. Various strategic initiatives are being undertaken to enhance efficiency, streamline operations, and explore new markets in the fishery sector to ensure sustainable growth in the coming years.

3. Rights Issue

The Board of Directors of your Company, at its meeting held on Monday, 9th September 2024, approved the issuance of equity shares aggregating to Rs.30,00,00,000/- (an increase from the earlier Rs.25,00,00,000/- approved at the Board Meeting held on Tuesday, 23rd July 2024) by way of a rights issue to the existing eligible equity shareholders of the Company.

Further, at its meeting held on Monday, 2nd December 2024, the Board approved the Draft Letter of Offer (DLOF), the terms of the issue, and other allied and ancillary matters related to the Rights Issue.

The allotment of rights shares was completed on Friday, 27th December 2024, and the Company received trading permission from the Bombay Stock Exchange with effect from Friday, 3rd January 2025.

4. Amount, if any, proposed to be transferred to Reserves

The Company does not propose to transfer any amount to the general reserve for the Financial Year ended 31st March, 2025.

5. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

6. Dividend

The Board of Directors do not recommend any dividend for the year 2024-25. The entire profit is being ploughed back in the business.

7. Share Capital

A) Authorised Capital: The authorized share capital of the Company is Rs. 15,00,00,000/- (Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Ten Rupees Only) each.

B) Paid-up Share Capital: The Paid-up Share Capital of the Company is Rs. 5,76,00,000/-.

? The Paid-Up Capital Increased from Rs. 3,20,00,000/- to Rs. 5,76,00,000/- pursuant to the rights issue of 25,60,000 Equity Shares of face value of Rs. 10/- each at a premium of Rs.107/- per share pursuant to letter of offer dated 2nd December, 2024.

? The Board of Directors of the Company has approved allotment of 25,60,000 fully paid-up Equity shares of Rs. 10/- each at a premium of Rs. 107/- per share on 27th December, 2024. Trading permission was received from BSE effective from 3rd January, 2025.

C) Issue of Equity Shares with Differential Rights: The Company has not issued any equity shares with differential rights during the Financial Year 2024-2025.

D) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Shares during the Financial Year 2024-2025.

E) Issue of Employee Stock Options: The Company has not issued any Employee Stock Options during the Financial Year2024-2025.

8. The name of Companies which have become or ceased to be its Subsidiaries. Joint Ventures or Associates Companies during the year

There were no Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the year.

However, during the year under review, the Company ceased to be a subsidiary of M/s. RBP Holdings Private Limited due to the allotment of shares under a rights issue within the Promoter Group. As on 31st March 2025, the shareholding of M/s. RBP Holdings Private Limited stood at 39.67%.

9. Director''s Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, your Board of Directors hereby state that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) the directors have selected such accounting policies and applied them consistently and made judgments 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 or loss of the Company for the year under review;

iii) the directors have 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;

iv) the directors have prepared the annual accounts on a going concern basis;

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

vi) the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

10. Corporate Governance

The Company falls under purview of Regulations of Corporate Governance pursuant to the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015, pursuant to rights issue of Equity Shares dated 27th December, 2024.

In accordance with SEBI regulations, a separate report on Corporate Governance is given in Annexure âAâ along with the Practicing Company Secretaries (PCS) Certificate on its compliance. The PCS Certificate does not contain any qualification, reservation and adverse remark.

11. Particulars of contracts or arrangements with related parties

The Company has a process in place for periodically reviewing and monitoring related party transactions. All related party transactions during the financial year 2024-25 were conducted in the ordinary course of business and at arm''s length. As required under the provisions of Section 177 of the Companies Act, prior omnibus approval of the Audit Committee was obtained before the commencement of the financial year for all such transactions.

Particulars of related party transactions undertaken at arm''s length, pursuant to Section 188 of the Companies Act, are furnished in Form AOC-2, attached as Annexure âBâ, and form part of this Report.

Other related party transactions, disclosure of which is required under Accounting Standard 18, are provided in the notes to the financial statements, which form part of this Annual Report.

The Policy on Related Party Transactions, as approved by the Board, is available on the Company''s website at: www.vistaramar.com.

- Acquisition of Fish Meal Unit on Slump Sale Basis (Related Party Transaction)

During the year under review, the Board of Directors, at its meeting held on 15th January 2025, approved the acquisition of the Amar Sterilized Fish Meal Unit, located at Porbandar, Gujarat, from Amar Polyfils Private Limited (APPL). Mr. Rajeshkumar Panjari and Ramkumar Panjari and their family members, who are part of the Promoter Group, are Promoters of APPL, which is a Related Party to Vistar Amar Limited and the Members of the Company, through Postal Ballot on 27th March 2025 (last date of E-voting), approved and ratified this material related party transaction.

The transaction was undertaken on a âslump sale'' basis (as defined under Section 2(42C) of the Income-tax Act, 1961), on a going concern basis, for a total consideration of Rs.1,550 lakhs. The valuation for the said transaction was conducted by M/s. Bhavesh M Rathod & Co., Chartered Accountants, a registered IBBI valuer, as per their Valuation Report dated 30th November 2024.

The acquisition was proposed to be funded from the proceeds of the Rights Issue, as detailed in the Letter of Offer dated 2nd December 2024.

Necessary approvals, as required under the Companies Act, 2013 and applicable regulations, have been obtained for the said transaction.

12. Risk Management Policy

In compliance with the provisions of Section 134 (3)(n) of the Companies Act, 2013, the Board of Directors has formulated and adopted the Risk Management Policy. The Board of Directors has delegated the Authority to Audit Committee to monitor the Risk Management Policy including (a) overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

13. Internal control systems and their adequacy

The Company has an internal control system, commensurate with the size, scale and complexity of its operations to ensure that all assets are safeguarded and protected against loss from the unauthorized use or disposition and those transactions are authorized, recorded and reported correctly.

The internal control is exercised through documented policies, guidelines and procedures. It is supplemented by an extensive program of internal audits. The audit observations and corrective action taken thereon are periodically reviewed by the audit committee to ensure effectiveness of the internal control system. The internal control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons.

During the year under review, such controls were operating effectively and no reportable material weakness in the design or operations were observed.

14. Directors and Key Management Personnel (KMP ) and their changes

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and rules made there under and the Articles of Association of the Company, Mr. Ramesh Ishwarlal Upadhyay (DIN No. 07087829), Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, seeks re-appointment. The Board recommends his reappointment.

The Present Directors and KMP of the Company as on 31st March, 2025 are as follow:

(a) Mr. Rajeshkumar Babulal Panjari, Managing Director (DIN No. 00261895)

(b) Mr. Ramkumar Babulal Panjari, Executive Director (DIN No. 00262001)

(d) Mrs. Varsha Manish Sanghai, Non Executive Independent Director (DIN No. 07445502)

(e) Mr. Jaidip Dilipkumar Simaria, Non Executive Independent Director (DIN No. 02587800)

(f) Mr. Ramkumar Babulal Panjari, CFO

The Company terminated the service of Mr. Surendra Jain, Company Secretary (KMP) and Compliance Officer, effective 31st January 2025, as approved in the Board Meeting held on 1st February 2025 due to his acts which amount to dereliction of his duties. During the interim period, the responsibilities of the Compliance Officer is temporarily continued by Mr. Rajeshkumar Panjari (DIN No. 00261895), Managing Director, until the appointment of a new Company Secretary (KMP) and Compliance Officer.

Ms. Poonam Mor was appointed as the Company Secretary and Compliance Officer with effect from 24th June 2025, at the Board Meeting held on the same date.

Proposal for Appointment of Independent Director

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has proposed the appointment of Ms. Chandni Gopal Khudai (DIN: 11202979) as a Non-Executive Independent Director of the Company for a term of 5 (five) consecutive years, in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 w.e.f. 1st October, 2025.

The proposal for appointment forms part of the Notice of the ensuing 41st Annual General Meeting for the approval of members.

Appointment of directors on the Board of the Company, is based on the recommendations of the Nomination & Remuneration Committee. NRC identifies and recommends to the Board, persons for appointment on the Board, after considering the necessary and desirable competencies.

The NRC considers positive attributes like integrity, maturity, judgement, leadership position, time and willingness, financial acumen, management experience and knowledge in one or more fields of technology, law, management, sales, marketing, administration, research, etc.

Independent Directors should fulfill the obligations of independence as per the Act and Regulation 25 of the SEBI (LODR) Regulations, 2015 in addition to the general criteria stated above. All the Independent Directors of the Company are enrolled in the Databank of IDs maintained by Indian Institute of Corporate Affairs, an entity under the Ministry of Corporate Affairs. Their registrations are renewed when due. It is ensured that a person to be appointed as a director has not suffered any disqualification under the Act or any other law to hold such an office.

The composition of the Board and the details of remuneration paid to the Directors during the year 2024-25 are given in the Corporate Governance Report forming part of this Report.

15. Statement on Declaration given by the Independent Directors

All the Independent Directors (IDs) have given declarations u/s 149(6) of the Act and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that they meet the criteria of independence as laid down under the said Section/ Regulation. The Directors of the Company have also confirmed that they were not disqualified to be appointed as directors as per Section 164(2) of the Companies Act, 2013 and that they have not been debarred by SEBI or any other statutory authority to hold an office of director in a company.

16. Diversity of the Board

The Company believes that diversity is important to the work culture at any organisation. In particular, a diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications and professional experience for achieving sustainable and balanced development.

17. Statutory Auditors and Auditorsâ Report

Messrs. S A R A & Associates, Chartered Accountants, were appointed with your approval as the Statutory Auditors of your Company for a period of five years till the conclusion of the 45th AGM. The Board, on the recommendation of the Audit Committee, recommended for the approval of the Members, the remuneration of Messrs. S A R A & Associates for the financial year 2025-26. Appropriate resolution seeking your approval to the remuneration of Messrs. S A R A & Associates is appearing in the Notice convening the 41st AGM of your Company.

The Report of the Auditor of the Company and notes forming part of financial statements are self-explanatory and hence requires no explanation from the Board of Directors. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

18. Secretarial Auditor and Report

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed Mrs. Isha Sumit Gupta, Proprietor of M/s. I S Gupta & Co., Company Secretary Firm to conduct Secretarial Audit of your Company for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year ended 31st March, 2025 in Form MR-3 is attached as Annexure âCâ and form a part to this Report. The report does not contain any qualification, reservation or adverse remark.

19. Cost Records and Cost Audit

Maintenance of Cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

20. Internal Auditor and Audit

M/s. KTM & Co., Chartered Accountants, Firm Registration No. 141449W have been appointed as Internal Auditors of the Company w.e.f. 1st April, 2024 to 31st March, 2025 and they will report to Board of Directors or the respective committee. The internal audit will help company to review the operational efficiency and assessing the internal controls. It also reviews the safeguarding of assets of the Company.

21. Reporting of Frauds

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee and/ or Board of Directors under Section 143 (12) of the Companies Act, 2013 and rules framed thereunder, any instances of fraud committed against the Company by its officer or employee, the details of which would need to be mentioned in the Board''s Report.

22. Cash Flow Statement

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the Annual Report.

23. Corporate Social Responsibility

The Company is not required to contribute towards CSR under Section 135 of the Companies Act, 2013 read with rules thereunder.

24. Audit Committee

The composition of Audit Committee is provided in the Corporate Governance Report that forms part of this Director''s Report. There was no instance of the Board not accepting the recommendation of the Audit Committee.

25. Vigil Mechanism/Whistle Blower Mechanism

In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the website of the Company.

26. Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. Meetings of the Board

During the year, 11 Board Meetings of the Board of Directors were held.

28. Particulars of Loans, guarantees or investments (Rupees wherever mentioned is in 000âs)

During the year under review, the Company has not provided any loan, guarantee or made investments as covered under Section 186 of the Companies Act, 2013.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read along with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed as Annexure-D to this report.

30. Listing Agreements

Your Company has entered into Agreement with Bombay Stock Exchange Limited (BSE), in compliance with Regulation 109 of the SEBI LODR Regulations 2015.

31. Disclosure under Section 197 (12) of the Companies Act, 2013

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details 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 in respect of ratio of remuneration of each Directors to the Median remuneration of the Employees of the Company for the Financial Year will be made available for inspection at its Registered Office of the Company during the working hours for a period of twenty one days before the date of Annual General Meeting of the Company pursuant to Section 136 of the Companies Act, 2013 and Members, if any interested in obtaining the details thereof shall make specific request to the Company Secretary of the Company and Compliance Officer of the Company in this regard.

32. Managementâs Discussion and Analysis Reports

In term of the provisions of Regulation 34 (2)(e) of SEBI (LODR) Regulations, 2015, the Management''s Discussion and Analysis Report is set out in this Annual Report.

33. Deposits

Your Company has not accepted any deposits within the meaning of the provisions of Chapter V - Acceptance of Deposits by Companies read with the Companies (Acceptance of Deposits) Rules, 2014.

34. Significant and Material Orders passed by the Regulators or Courts

No significant and material orders were passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

35. Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process under . the Insolvency and Bankruptcy Code, 2016:

No application has been filed for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016 and hence no disclosure or reporting is required.

36. Instance of one-time settlement with any Bank or Financial Institution:

The Company has not entered into any one-time settlement of debt during the year under review.

37. Secretarial Standards

The Company complies with all applicable Secretarial Standards.

38. Annual Evaluation of Board Performance and Performance of its Committees and of Directors

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors.

The Board''s functioning was evaluated on various aspects, including inter-alia the Structure of the Board, Meetings of the Board, Functions of the Board, Degree of fulfillment of key responsibilities, Establishment and delineation of responsibilities to various Committees, Effectiveness of Board Processes, information and functioning.

The Committees of the Board were assessed on the degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the Management outside Board/Committee Meetings.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate meeting of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

44. 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 report

No material changes and commitments affecting the Financial Position of the Company have occurred between the end of the Financial Year of the Company to which the Financial Statement relate and the date of this Report.

45. Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2024-25 is uploaded on the website of the Company and the same is available on https://www.vistaramar.com.

46. Health, Safety and Environment

The Company is committed in cultivating a proactive safety culture. We have implemented work safety measures and standards to ensure healthy and safe working conditions for all the employees, visitors and customers. The Company has complied with all the applicable health, safety and environmental protection laws to the extent applicable.

47. Industrial Relations

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

48. Human Resources

Your Company treats its âhuman resourcesâ as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

49. Enhancing Shareholders Value

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

50. Acknowledgements

Your Director would like to express their sincere appreciation for the assistance and co-operation received from the Central and State Government Departments, customers, dealers, vendors, members, banks and other business partners during the year under review. Your Directors also wish to place on record their sincere appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the Company.

Mar 31, 2024

Your Directors have pleasure in presenting their Director Report together with the Audited Financial Statements of the Company for the year ended March 31,2024.

1. Financial Results

The financial statements of the Company for the year ended 31st March, 2024 have been prepared in accordance with Ind AS and Schedule III to the Companies Act, 2013 (the âActâ).

(Rs. in 000''s)

Particulars	As on 31st March, 2024	As on 31st March, 2024
Sales	740,893	641,679
Other Income	206	146
Gross Income	741,099	641,825
Profit before Depreciation and Taxation	53,313	46,502
Less: Depreciation	3,747	4,172
Profit before Taxation	49,566	42,330
Less: Deferred Tax	(317)	(180)
Less: Provision for taxation	12,800	10,835
Less: Income Tax of earlier years	0.00	23
Less: Mat Credit Entitlement	0.00	0.00
Less: Deferred Tax for earlier years	0.00	0.00
Profit/(Loss) after tax	37,083	31,651
Add: Balance B/F from the previous year	98,584	66,900
Add: Remeasurement gain / (loss) on defined benefit plan	75	33
Surplus available for appropriation	135,742	98,584
Appropriations
General Reserves	0.00	0.00
Proposed Dividend	0.00	0.00
Tax on Dividend	0.00	0.00
Balance carried to Balance sheet	135,742	98,584

2. Operational Review/Review of Business Operations/The state of company affairs (Rupees wherever mentioned is in 000''s)

During the year under review, the Company has achieved total revenue of Rs.740,893 as compared to Rs.641,679 in previous year. Further, the Company has achieved Net Profit before Tax of Rs.49,566 for the year under review as compared to Rs.42,330 in previous year. The Company is actively pursuing to be fully operational and pursue activities in consonance with the objectives for which it is established and taking necessary steps to effectively implement the same. Your Directors constantly putting their efforts to improve revenue and profit of your Company.

3. Amount, if any, proposed to be transferred to Reserves

The Company does not propose to transfer any amount to the general reserve for the Financial Year ended 31st March, 2024.

4. Dividend

With a view to conserve the resources of the Company, the Board of Directors does not recommend any dividend for the year under review.

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

The disclosures relating to conservation of energy and technology absorption are nil. There was no foreign exchange earnings and outgo for the year under review.

6. Director''s Responsibility Statement

In terms of Section 134 (3) (c) of the Companies Act, 2013, your Board of Directors hereby state that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

iv) the directors have prepared the annual accounts on a going concern basis;

v) the directors has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

vi) the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

7. 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 report

8. Particulars of Loans, guarantees or investments (Rupees wherever mentioned is in 000''s)

During the year under review, the Company has not provided any loan or made investments as covered under Section 186 of the Companies Act, 2013.

9. Particulars of contracts or arrangements with related parties

The Company has a process in place of periodically reviewing and monitoring related party transactions. All the related party transactions were in the ordinary course of business and at arm''s length. The omnibus approval of the Audit Committee is obtained before the commencement of the financial year for all the transactions for the year 2024-25 as required under the provisions of Section 177 of the Act.

There are no materially significant related party transactions that may have conflict with the interest of the Company.

The particulars of transactions made with related parties at arm''s length pursuant to Section 188 are furnished in Form AOC-2 is attached as âAnnexure Aâ and forms a part to this Report. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. However, the other transaction made by the Company with related parties, disclosure of which is required under Accounting Standard 18, form the part of notes to the financial statement provided in this Annual Report.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at www.vistaramar.com

10. Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2023-24 is uploaded on the website of the Company and the same is available on https://www.vistaramar.com.

11. Statement on Declaration given by the Independent Directors

The Board confirms that all Independent Directors of the Company have given a declaration to the Board under Section 149 (7) of the Companies Act, 2013 and Rules made there under that they meet the criteria of independence as prescribed under Section 149 (6) of the said Act and rules made thereunder.

12. Nomination and Remuneration Policy

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors and recommends to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees. The brief terms of the policy framed by the Nomination and Remuneration Committee, in pursuant to the provisions of Section 178(4) of the Companies Act, 2013 and rules made there under are as follow:

(a) The Committee shall ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

(b) The Committee shall also ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) The Committee shall also ensure that the remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The key objectives of the Committee are:

(a) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

(b) To evaluate the performance of the Members of the Board and provide necessary report to the Board for further evaluation.

13. Risk Management Policy

14. Corporate Social Responsibility

The Company is not required to contribute towards CSR under Section 135 of the Companies Act, 2013 read with rules thereunder.

15. Change in the nature of business, if any

There is no change in the nature of the business of the Company during the Financial Year 2023-24.

16. Directors and Key Management Personnel

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and rules made there under and the Articles of Association of the Company, Mr. Ramkumar Babulal Panjari (DIN No. 00262001), Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, seeks re-appointment. The Board recommends his reappointment.

The Present Directors and KMP of the Company as on 31st March, 2024 are as follow:

(a) Mr. Rajeshkumar Babulal Panjari, Managing Director (DIN No. 00261895)

(b) Mr. Ramkumar Babulal Panjari, Executive Director (DIN No. 00262001)

(d) Mrs. Varsha Manish Sanghai, Non Executive Independent Director (DIN No. 07445502)

(e) Mr. Jaidip Dilipkumar Simaria, Non Executive Independent Director (DIN No. 02587800)

(f) Mr. Ramkumar Babulal Panjari, CFO

(g) Mr. Surendra Jain, Company Secretary and Compliance Officer

17. The name of Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associates . Companies during the year

There were no Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the year.

However, the Company is a Subsidiary Company of M/s. RBP Holdings Private Limited during the year under Report.

18. Deposits

Your Company has not accepted any deposits within the meaning of the provisions of Chapter V - Acceptance of Deposits by Companies read with the Companies (Acceptance of Deposits) Rules, 2014.

19. Significant and Material Orders passed by the Regulators or Courts

No significant and material orders were passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

20. Internal control systems and their adequacy

The internal control is exercised through documented policies, guidelines and procedures. It is supplemented by an extensive program of internal audits. The audit observations and corrective action taken thereon are periodically reviewed by the audit committee to ensure effectiveness of the internal control system. The internal control is designed to ensure| that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons.

During the year under review, such controls were operating effectively and no reportable material weakness in the design or operations were observed.

21. Disclosure under Section 197 (12) of the Companies Act, 2013

22. Board Meeting and Attendance

During the financial year 2023-2024, 8 (eight) Meetings of Board of Directors were held on 30th May, 2023, 03rd July, 2023, 10th August, 2023, 25th October, 2023, 24th November, 2023, 09th February, 2024, 22nd February, 2024 and 06th March, 2024. Details of attendance at the Board Meeting, Directorship in other companies and Membership in Committees thereof of each Director are as follows¹

Name of the Director	Category	No. of Board Meetings held during the year 2023-2024	No. of Board Meeting attended during the year 2023-2024	Whether attended last AGM held on 1st August, 2024	Directorship in other Public Limited Companies	Chairmanship in Committees of Boards of other Public Limited Companies	Membership in Committees of Boards of other Public Limited Companies
Rajesh Kumar Babulal Panjari	Promoter Managing Director	8	8	Yes	Nil	Nil	Nil
Ram Kumar Babulal Panjari	Promoter Executive Director	8	8	Yes	Nil	Nil	Nil
Ramesh Ishwarlal Upadhyay	Non Executive Director	8	8	Yes	Nil	Nil	Nil
Varsha Manish Sanghai	Non Executive Independent Director	8	7	Yes	Nil	Nil	Nil
Jaidip Dilipkumar Simaria	Non Executive Independent Director	8	7	Yes	Nil	Nil	Nil

23. Board Committees

As on 31st March, 2024, the Board had 3 Committees: the Audit Committee, the Nomination & Remuneration Committee and the Stakeholders Relationship Committee. The detailed note on the composition of Committees is given below:

a) Audit Committee

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls, etc.

i) Terms of Reference:

The Audit Committee was constituted in terms of section 177 of the Companies Act 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015, as amended time to time beside other matter as may referred by board of directors. These inter alias, include the review of the company''s financial reporting process and disclosure of financial information to ensure that the financial statement is correct, review of the quarterly and annual financial statement before submission to the Board for approval.

ii) Composition:

The Audit Committee comprises of the following Members:

1. Mrs. Varsha Manish Sanghai Chairman

2. Mr. Ramesh Ishwarlal Upadhyay Member

3. Mr. Jaidip Simaria Member

The Audit Committee met 5 (five) times i.e. on 30th May, 2023, 10th August, 2023, 25th October, 2023, 24th November, 2023 & 9th February, 2024 . The attendances of the members at the meeting are as follows

Name of the Member	Designation	No. of Meeting(s) attended
Mrs. Varsha Manish Sanghai	Chairman	5
Mr. Ramesh Ishwarlal Upadhyay	Member	5
Mr. Jaidip Dilipkumar Simaria	Member	5

The Company Secretary of the Company acts as Secretary of the Audit Committee.

During the year under Report, there are no instances where the Board had not accepted the recommendation of the Audit Committee.

b) Nomination & Remuneration Committee

The Company has duly constituted Nomination & Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013 and Regulation 19 of SEBi (Listing Obligations and Disclosure Requirements) Regulations, 2015

i. Terms of Reference:

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

â¢ Succession planning of the Board of Directors and Senior Management Employees;

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

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

â¢ 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;

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

ii. Composition:

The Nomination & Remuneration Committee comprises of the following Members:

1. Mrs. Varsha Manish SanghaiChairman

2. Mr. Ramesh Ishwarlal UpadhyayMember

3. Mr. Jaidip SimariaMember

The Nomination & Remuneration Committee met 1 (one) times on 10th August, 2023. The attendances of the members at the meeting are as follows

Name of the Member	Designation	No. of Meeting(s) attended
Mrs. Varsha Manish Sanghai	Chairman	1
Mr. Ramesh Ishwarlal Upadhyay	Member	1
Mr. Jaidip Dilipkumar Simaria	Member	1

c) Stakeholders Relationship Committee:

The Company has duly constituted Stakeholders Relationship Committee to align with the requirements

prescribed under the provisions of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015.

i. Terms of Reference:

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

â¢ Transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;

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

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

â¢ issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required;

â¢ to grant Employee Stock Options pursuant to approved Employees'' Stock Option Scheme(s), if any, and to allot shares pursuant to options exercised;

â¢ to issue and allot debentures, bonds and other securities, subject to such approvals as may be required;

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

â¢ 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;

â¢ monitoring expeditious redressal of investors / stakeholders grievances;

â¢ all other matters incidental or related to shares/ debenture

ii. Composition:

The Stakeholders Relationship Committee comprises of the following Members:

1. Mrs. Varsha Manish Sanghai Chairman

2. Mr. Ramesh Ishwarlal Upadhyay Member

3. Mr. Jaidip Simaria Member

The Stakeholders Relationship Committee met 4 (four) time on 30th May, 2023, 10th August, 2023, 25th October,

2023 and 09th February, 2024. The attendances of the members at the Meeting are as follows:

Name of the Member	Designation	No. of Meeting(s) attended
Mrs. Varsha Manish Sanghai	Chairman	4
Mr. Ramesh Ishwarlal Upadhyay	Member	4
Mr. Jaidip Dilipkumar Simaria	Member	4

During the year under review, NIL Investor Complaints was received.

24. Independent Directors

Independent Directors play an important role in their governance process of the Board. They bring to bear their expertise and experience on the deliberations of the Board. This enriches the decision making process at the Board with different point of view and experiences and prevents conflict of interest in the decision making process.

The appointment of Independent Director is carried out in a structured manner. The Nomination and Remuneration Committee identifies potential candidates based on certain laid down criteria and takes in to consideration the diversity of the Board. The Independent Directors have been appointed for a fixed tenure of five years from their respective dates of appointment.

None of the Independent Directors serves as âIndependent Directorsâ in more than seven listed entities.

During the year under review, the Independent Directors met on 22nd March, 2024, inter alia, to discuss:

1. Evaluation of the performance of Non Independent Directors and the Board of Directors as a Whole;

2. Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non- Executive Directors.

3. 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.

25. Share Capital

The paid up equity capital as at March 31,2024 was Rs 3,20,00,000/-During the year under review the Company has not issued any shares with differential voting rights or dividends nor issued any sweat equity shares or employee stock options.

However, the Company in the Extra-ordinary General Meeting held on 19th March, 2024 had increased its Authorised Share Capital from Rs.3,50,00,000/- divided into 35,00,000 Equity Shares of Rs.10/- each to Rs.15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs.10/- each by creation of 1,15,00,000 Equity Shares of Rs.10/- each ranking pari passu in all respect with the existing Equity Shares of the Company.

26. Finance (Rs. in 000''s)

The cash and cash equivalents as at March 31, 2024 was Rs.36,226. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

27. Health, Safety and Environment

28. Industrial Relations

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

29. Human Resources

30. Annual Evaluation of Board Performance and Performance of its Committees and of Directors

31. Vigil Mechanism/Whistle Blower Mechanism

32. Statutory Auditors and Auditors'' Report

The Board of Directors in their Meeting held on 24th November, 2023 appointed M/s. S A R A & Associates, Chartered Accountant as Statutory Auditor of the Company for the F.Y. 2023-2024 to fill the casual vacancy caused due to resignation of M/s. S. P. Gupta & Associates, Chartered Accountants. The said appointment was confirmed by the Members of the Company vide their Ordinary Resolution dated 05th January, 2024 passed through Postal Ballot. The term of the appointment of Statutory Auditors expires at the conclusion of 40th Annual General Meeting.

Accordingly, in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the present Statutory Auditors of the Company, M/s. S A R A & Associates would hold office until the conclusion of the ensuing Annual General Meeting. They have expressed their willingness to be reappointed for this term.

M/s. S A R A & Associates has also submitted their confirmation to the effect that they continue to satisfy the criteria provided in Section 141 of the Companies Act, 2013 and that their appointment is within the limits prescribed under Section 141(3)(g) of the Act.

In terms of the provisions of Section 139 (2) (b)of the Companies Act, 2013, an Audit Firm can be appointed for two terms of five consecutive years each. The Board of Directors may consider and recommend the re-appointment of M/s. S A R A & Associates as the Statutory Auditors of the Company, for approval of the Members, to hold office for a period of five consecutive years, from the conclusion of the ensuing 40th Annual General Meeting until the conclusion of 45th Annual General Meeting to be held in the calendar year 2029 and also shall recommend the remuneration of Messrs. S A R A & Associates for the financial year 2024-25.

Appropriate resolution seeking your approval to the re-appointment and remuneration of Messrs. S A R A & Associates will appear in the Notice convening the 40th AGM of your Company.

33. Cash Flow Statement

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the Annual Report.

34. Secretarial Auditor and Report

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed Mrs. Isha Sumit Gupta, Proprietor of M/s. I S Gupta & Co., Company Secretary Firm to conduct Secretarial Audit of your Company for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended 31st March, 2024 in Form MR-3 is attached as âAnnexure Bâ and form a part to this Report.

35. Cost Records and Cost Audit

36. Internal Auditor and Audit

M/s. KTM & Co., Chartered Accountants, Firm Registration No. 141449W have been appointed as Internal Auditors of the Company w.e.f. 01st September, 2023 to 31st March, 2024.

An audit plan is rolled out with approval of the Company''s Audit Committee. The plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions are periodically presented to the Audit Committee of the Board.

37. Corporate Governance Report

Pursuant to the Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is effective from 01st December, 2015, the Listed Companies having paid up Equity Share Capital not exceeding Rs.10 Crores and Net Worth not exceeding Rs.25 Crores, as on the last day of the previous Financial Year is not required to comply with the norms of the Corporate Governance Report.

The paid-up equity capital of the Company does not exceeds Rs.10.00 Crores and Net worth does not exceeds Rs.25.00 Crores during the last 3 (three) previous financial years as shown below in the table:-

Sr. No.	Financial Year (F.Y.)	Paid Up Capital (Rs. In Crores)	Net worth (Rs. In Crores)
1	F.Y. 2023-2024	3.20	16.77
2	F.Y. 2022-2023	3.20	13.06
3	F.Y. 2021-2022	3.20	9.89

Hence, the provisions relating to Corporate Governance Report are not applicable to the Company.

Note - As per Schedule V Part C [10(I)] of Listing Obligation and Disclosure Requirements, the Company does not require taking Certificate of âNon-Disqualification of Director'' from Practicing Company Secretary.

38. Managementâs Discussion and Analysis Reports

In term of the provisions of Regulation 34 (2)(e) of SEBI (LODR) Regulations, 2015, the Management''s Discussion and Analysis Report is set out in this Annual Report.

39. Disclosure as per the Sexual Harassment of Women at Workplace(Prevention. Prohibition and Redressal) Act, 2013

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

40. Reporting of Frauds

41. Secretarial Standards

The Company complies with all applicable Secretarial Standards.

42. Listing on Stock Exchange

The Company''s Shares are listed on BSE Limited in July, 2014.

43. Annual Listing Fees

The Company paid of Annual Listing Fees for the financial year 2024-2025 to BSE where the Company''s Shares are listed.

44. Postal Ballot

The Company will comply with the requirements of postal ballot as and when such matter arises requiring approval of the shareholders through Postal Ballot.

During the year, the Company had obtained the approval of its Members on 05th January, 2024 through Postal ballot under Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 pertaining to appointment of M/s. S A R A & Associates, Chartered Accountants as Statutory Auditors of the Company for the F. Y. 2023-2024 to fill the casual vacancy caused by resignation of M/s. S. P. Gupta & Associates, Chartered Accountants.

The Results of Postal ballot was announced on 06th January, 2024.

45. Extra-ordinary General Meeting

The Members in the Extra-ordinary General Meeting held on 19th March, 2024 through Video Conferencing/ Other Audio Visual Means passed the following Resolution:

i) Ordinary Resolution: Increase in Authorised Share Capital from Rs.3,50,00,000/- divided into 35,00,000 Equity Shares of Rs.10/- each to Rs.15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs.10/- each by creation of 1,15,00,000 Equity Shares of Rs.10/- each ranking pari passu in all respect with the existing Equity Shares of the Company.

ii) Ordinary Resolution: Alteration of Capital Clause V of the Memorandum of Association of the Company

iii) Special Resolution: Alteration of Article 3 of the Articles of Association of the Company.

The result of remote e-voting and e-voting at EGM was declared on 20th March, 2024.

46. Enhancing Shareholders Value

47. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

48. Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process under . the Insolvency and Bankruptcy Code, 2016:

No application has been filed for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016 and hence no disclosure or reporting is required.

49. Instance of one-time settlement with any Bank or Financial Institution:

No disclosure or reporting required since no loan is outstanding with any Bank or Financial Institution.

50. Acknowledgements

For and on behalf of the Board of Directors

Porbandar Rajeshkumar Babulal Panjari Ramkumar Babulal Panjari

21st May, 2024 Managing Director Director

DIN:00261895 DIN: 00262001

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Director Report together with the Audited Accounts of the Company for the Year ended March 31, 2015.

1. Financial summary or highlights/Performance of the Company (Standalone):

Particulars As on 31st As on 31st March, March, 2015 2014

Sales 4285400.00 738380.00

Other Income 112500.00 39473.99

Total 4397900.00 777853.99

Profit before depreciation & taxation 59444.60 253254.57

Less: Depreciation 1298.92 1546.42

Less: Deferred Tax 17581.66 -70268.09

Less: Provision for taxation 0.00 135000.00

Profit/(Loss) after tax 40564.02 183403.24

Add: Balance B/F from the previous year 2684.12 -180719.12

Surplus available for appropriation 43248.14 2684.12

Appropriations

General Reserves 0.00 0.00

Proposed Dividend 0.00 0.00

Tax on Dividend 0.00 0.00

Balance carried to Balance sheet 43248.14 2684.12

Total 43248.14 2684.12

2. Operational Review/Review Of Business Operations/The state of company affairs

Your Company has performed modestly in the past year despite challenging economic conditions. Nevertheless, your Directors are optimistic about the future and expect the business to perform well for the forthcoming year. Your Directors are relentlessly striving for the betterment of the business.

3. Dividend:

Your Directors have not recommended any dividend on equity shares for the year under review.

4. Reserves

The Company has not created any specific reserve for the year under review.

5. Change in the nature of business, if any.

The company has not change its nature of business for the year under review.

6. 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 report.

Management does not perceive any material changes occurred subsequent to the close of the financial year as on 31st March, 2015

7. Share Capital:

The paid up equity capital as at March 31, 2015 was Rs 3, 20, 00,000 (Rupees Three Crores Twenty Lakhs only). During the year under review the Company has not issued any shares of following classes given below.

A) Issue of equity shares with differential rights

B) Issue of sweat equity shares

C) Issue of employee stock options

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

8. Finance:

Cash and cash equivalents as at March 31, 2015 was Rs. 28,230.64/- The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

9. Fixed Deposits:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

10. Particulars of Loans, guarantees or investments:

The Company has not given any loan, guarantees or made any investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

11. Internal control systems and their adequacy

The internal control systems in your Company are commensurate with the size and nature of its operations. It is designed to ensure that all the assets are safeguarded and protected against loss from unauthorized use or disposition and that all the transactions are authorised, recorded and reported correctly. It is further supplemented by extensive audits conducted by the auditors and review by management

12. Internal Auditor's Report

The company has appointed in-house employee as an internal auditor for conducting the internal audit of the Company for the financial year 2014-2015. The internal auditor has submitted its report to board of director.

The Internal Audit Department monitors and evaluates and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strength the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

13. Corporate Social Responsibility

The Company is not coming under the criteria as mentioned in Section 135 of the Companies Act, 2013 which specifies the requirement of forming the Corporate Social Responsibility Committee.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy - NOT APPLICABLE

(i) the steps taken or impact on conservation of energy

(ii) the steps taken by the company for utilizing alternate sources of energy

(iii) the capital investment on energy conservation equipment's

(b) Technology absorption - NOT APPLICABLE

(i) the efforts made towards technology absorption

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported

(b) the year of import;

(c) whether the technology been fully absorbed

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

(iv) the expenditure incurred on Research and Development

(c) Foreign exchange earnings and Outgo

During the period under review there was no foreign exchange earnings or out flow.

15. Industrial Relations:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

16. Human Resources

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

17. Directors: Changes in Directors and Key Managerial Personnel for the period under review:

Jigna Gosar was appointed as Company Secretary on 08th April, 2014 and she has resigned on 15/10/2014 due to personal issues and Commitment.

18. Declaration by an Independent Director(s) and re- appointment, if any

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

19. Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

20. Number of meetings of the Board of Directors

There has been Nine meeting of Board of Directors in the Financial Year 2014-2015 as under. The dates of the Board meeting are:

26/05/2014, 26/06/2014, 10/08/2014, 11/09/2014, 15/10/2014, 13/11/2014, 20/01/2015, 21/02/2015 and 28/03/2015.

21. Remuneration Policy

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company's policy on Directors' appointment and remuneration by the Nomination and Remuneration Committee and approved by the Board of Directors at its meeting held on 13th November 2014. The Remuneration Policy is stated in the Corporate Governance Report.

22. Managerial Remuneration:

The below requirement of Section 197 of Companies Act, 2013 and (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 2015 IS NOT APPLICABLE TO OUR COMPANY and hence, we have not given the disclosure of this section.

A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

C) Any director who is in receipt of any commission from the company and who is a Managing Director or Whole-time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board's Report.

23. Director's Responsibility Statement:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments 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 or loss of the Company for the year under review.

iii) The directors have 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) 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.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

24. Related Party Policy:

A Related Party Policy has been devised by the Board of Directors at its meeting held on 13th November, 2014 for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at the Company's official website at the www.shubhraleasing.com.The Audit Committee reviews all related party transactions quarterly.

25. Particulars of contracts or arrangements with related parties:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

Further, the particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto shall be disclosed in Form No. AOC-2. THE SAID CLAUSE IS NOT APPLICABLE

26. Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any subsidiary/Joint venture/Associate Company.

27. Vigil Mechanism/Whistle Blower Mechanism:

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has a Fraud Risk Management Policy (FRM) to deal with instances of fraud and mismanagement, if any.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

28. Auditor's Report/ Secretarial Audit Report:

The observation made in the Auditors' Report read together with relevant notes thereon are self- explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

29. Statutory Auditors

M/s. TDK & Co., Chartered Accountants, Mumbai, (Firm Registration No. 109804W) Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re- appointed.

30. Secretarial Auditor:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed secretarial auditor to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure A"

31. Extract Of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure B .

32. Business Risk Management/ Risk Management Policy

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. At present the company has not identified any element of risk which may threaten the existence of the company. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

33. Particulars of employees:

Statement of Particulars of employees pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 - The same is not applicable to our company.

34. Significant And Material Orders Passed By The Regulators Or Courts

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

35. Corporate Governance Certificate

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report.

36. Corporate Governance And Management Discussion & Analysis Reports

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

37. Obligation Of Company Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

38. Listing With Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to BSE where the Company's Shares are listed. The Shares of the company is also listed on Delhi Stock Exchange ltd (derecognized) by SEBI vide its order dated 19th November, 2014

39. Statutory Disclosures

As per Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

40. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

41. Acknowledgements:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

For and on behalf of the Board of Directors

Delhi Nidhi Shah Kalpak Vora 29th May, 2015 Director Chairman & Director DIN: 05160902 DIN: 01556520

Mar 31, 2013

Dear Members,

The Directors are pleased to present the 29th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013.

Financial Results

PARTICULARS 2012-2013 2011-2012 (Rs.) (Rs)

Sales and Other Income 2,55,040 83,352 Operating Profit (PBIDT) 1,01,399 4019

Interest Cost 0 0

Profit before Depreciation (PBDT) 1,01,399 4019

Depreciation 1842 2377

Profit before Tax 99,557 1165

Provision for Taxation -30,724 -453 Deferred Tax 129 27 Mat Credit 0 82

Profit after Tax 68,962 1134

Dividend

Director does not recommend any dividend during the year and the net profit after tax has been transfer to Profit & Loss A/c and carried forward to next year.

Public Deposit

Company has not accepted or repaid any public deposits.

Directors

Mr. NARAYAN JHA director, retire by rotation under article 61 of the articles of association of the company and being eligible, offer him- self for reappointment.

Industrial Relation

Industrial relation continues to be cordial. Your directors express deep appreciation for the dedicated services rendered by workers, staff officers of the company.

Corporate Governance

As per listing agreement with the stock exchanges, listed companies are required to implement the Corporate Governance Code from the financial year 2001-2002 onwards. Your Company s shares are listed with the Delhi Stock Exchange Limited. A report on corporate governance is attached to this report as annexure. A certificate from the Auditors of the Company regarding compliance of clause 49 of Listing Agreement is also annexed herewith.

Particulars of Employees

None of the employee is in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Auditors

M/s S.C Garg & Associates, Chartered Accountants, New Delhi, the Auditors of Company, retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. They have furnished a certificate to the effect that their proposed appointment, if made, will be in accordance with the limit prescribed under Section 224(1-B) of the Companies, Act, 1956 and they are not disqualified for such appointment, within the meaning of subsection (3) and (4) of the section 226 of the Companies Act, 1956. Your directors recommend their reappointment.

The Auditor''s Report to the shareholders does not contain any qualification. The notes to accounts referred to in the Auditors'' Report are self explanatory arid therefore do not call for any comments.

Directors'' Responsibility Statement

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

i. In the preparation of the Annual Accounts, the applicable accounting standards, to the extent applicable, have been followed.

ii. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2013 and of the profit of the company for the year ended on that date.

iii. The Directors has 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 annual accounts of Company on a ''going concern'' basis.

Compliance Certificate

As per the requirement of section 383A of the Companies Act 1956 and Companies (Compliance Certificate) Rules 2001, the company has obtained a certificate from Company secretary in whole time practice confirming that the company has complied with all the provision of the Companies Act, 1956. The clauses of the referred to in the compliance certificate is self-explanatory and, therefore does not call for any further comments.

Information required under section 217(1) (e) of Companies Act.

i) Conservation of energy

In the opinion of the directors there is no need to take any measure in this regard. The company does not have any proposal for additional investment in this regard. The details of energy consumption are not required to be given.

ii) Technology absorption

The research and experiments are carried on as part of the normal business activities as such no separate figures are available.

iii) Foreign Exchange Earnings & Outgo

Earrings : Rs. NIL Previous year Rs. NIL

Outgo : Rs. NIL Previous year Rs. NIL

Acknowledgment:

Your Directors would like to express their grateful appreciation for the assistance and Co-operation received from the financial institutions, Government Authorities, Customers, Vendors and Members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services of executives, staff and workers of Company.

For and on behalf of the Board of Directors

Place: - New Delhi Director Director Date: -24.06.2013

Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting 28th Annual Report of the Company and the Audited Statement of Accounts for the year Ended 31st March, 2012.

FINANCIAL RESULTS:

PARTICULARS 2011-2012 2010 - 2011 (Rs) (Rs)

Total Income 83352.00 10500.00

Total Expenditure 79333.00 100694.43

Operating Profit 4019.00 4305.57

Interest Cost 0.00 0.00

Profit before 4019.57 4305.57 Depreciation &tax

Lees : Depreciation 2377.06 2888.20

Profit Before Tax 1641.94 1417.37

Provision for Taxation -453.00 -509.00

Provision for FBT 0.00 0.00

Deffered Tax 26.90 178 . 60

Deffered tax Asset (last 0.00 -80.40 year) -82.00 0.00

Mat Credit 0.00 -4326.00

Mat Credit Utilized (last year)

Profit for the year after 1133.84 (3319.43) Tax

Balance Brought Forward (250815.44) (247496.01)

Balance Carried Forward (249681.60) (250815.44)

DIVIDEND

With the view to conserve the resource and in view of the volatile climate, the Directors have not recommended any dividend for the year ended March 31, 2012

PUBLIC DEPOSITS

The Company has not accepted or repaid any Public deposits during the year

DIRECTORS

During the year under review, Mr. Gaurav Bansal, director of your company, retire by rotation and being eligible, offer him- self for reappointment.

CORPORATE GOVERNANCE

As per listing agreement with the stock exchanges, listed companies are required to implement the Corporate Governance code from the financial year 2001-2002 onwards. Your Company''s shares are listed with the Delhi Stock Exchange Limited. A report on corporate governance is attached to this report as annexure. A certificate from the Auditors of the Company regarding compliance of clause 49 of Listing Agreement it also annexed herewith.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to requirement under sub-section (2AA) of section 217 of the Companies Act 1956, with respect to director''s Responsibility Statement, it is hereby confirmed that :

i. In the preparation of the Annual Accounts foe the financial year ended 31st March 2012, the applicable accounting standards had been followed.

ii. The directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2012 and of the profit of the company for the year ended on that date.

iii. The directors had 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.

iv. That the directors had prepared the annual accounts of the Company on a "going concern" basis.

Auditors & their Report: :

M/s Suraj Garg & Associates, Chartered Accountants, New Delhi, the Auditors of Company, retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. They have furnished a certificate to the effect that their proposed appointment, if made, will be in accordance with the limit prescribed under Section 224(1-B) of the Companies, Act, 1956 and they are not disqualified for such appointment, within the meaning of subsection (3) and (4) of the section 226 of the Companies Act, 1956. Your directors recommend their reappointment. The Auditor''s Report to the shareholders does not contain any qualification. The notes to accounts referred to in the Auditor''s report are self explanatory and therefore do not call for any comments.

COMPLIANCE CERTIFICATE

As per the requirement of section 383A of the company companies (Compliance Certificate) Rules 2001, the company has obtained a certificate from Company Secretary in whole time practice confirming that the company has complied with all the provision of the Companies act, 1956. The clauses of the referred to in the compliance certificate are self- explanatory and,, therefore do not call for any further comments.

INFORMATION REQUIRED UNDER SECTION 217 (1)(e) OF COMPANIES ACT.

i) Conservation of Energy

In the opinion of the directors there is no need to take any measure in this regard. The company does not have any proposal for additional investment in this regard. The details of energy consumption are not required to be given.

FOREIGN EXCHANGE. EARNING & OUTGO :

Earnings : 0.00 Previous year : 0.00

Outgo : 0.00 Previous year : 0.00

TECHNOLOGY ABSORPTION:

The research and experiments are carried on as part of the normal business activities as such no separate figures are available.

FOREIGN EXCHANGE, EARNING & OUTGO:

Earnings : 0.00 Previous year : 0.00

Outgo : 0.00 Previous year : 0.00

ACKNOWLEDGMENT:

Your Directors would like to express their grateful appreciation for the assistance and Co-operation received from the financial institutions, Government Authorities, Customers, Vendors and Members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services of executives, staff and workers of Company.

For and on Behalf of the Board sd/- sd/- Place: New Delhi Director Director Date: 23rd June, 2012

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting 27th Annual Report together with Audited statement of accounts in regard to the working of the company for the year Ended 31st March, 2011.

FINANCIAL RESULTS :

PARTICULARS 2010 - 2011 2009 - 2010 (Rs) (Rs)

Total Income 10500.00 240000.00

Total Expenditure 100694.43 227024.50

Operating Profit 4305.57 12975.50

Interest Cost 0.00 0.00

Profit before Depreciation & 4305.57 12975.50 tax

Lees : Depreciation 2888.20 3604.69

Profit Before Tax 1417.37 9370.81

Provision for Taxation -509.00 -1227.00

Provision for FBT 0.00 0.00

Deferred Tax 178.60 246.00

Deferred tax Asset (last year) -80.40 0.00

Mat Credit 0.00 1350.00

Mat Credit Utilized (last year -4326.00 0.00

Profit for the year after Tax (3319.43) 9739. 81

Balance Brought Forward (247496.01) (257235.32)

Balance Carried Forward (247496.01) (250815.44)

PUBLIC DEPOSITS

The Company has not accepted or repaid any deposits within the meaning of Section 58-A of the Companies Act, 1956 or the rules made there under.

DIVIDEND

The directors do not recommend any dividend for the period ended 31st March, 2011.

DIRECTORS

During the year under review, Mr. Kiran Sindhu, director of your company, retire by rotation and being eligible, offer him- self for reappointment.

CORPORATE GOVERNANCE

As per listing agreement with the stock exchanges, listed companies are requited to implement the Corporate Governance code from the financial year 2001-2002 onwards. Your Company''s shares are listed with the Delhi Stock Exchange Limited. A report on corporate governance is attached to this report as annexure. A certificate from the Auditors of the Company regarding compliance of clause 49 of Listing Agreement it also annexed herewith.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to requirement under sub-section (2AA) of section 217 of the Companies Act 1956, with respect to director''s Responsibility Statement, it is hereby confirmed that :

i. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that the directors had selected such accounting policies and applied them consistently and made judgment 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 of the company for that period;

iii. That 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.

iv. That the directors had prepared the annual accounts on a "going concern" basis.

Auditors & their Report:

M/s Suraj Garg & Associates, Chartered Accountants, New Delhi, the Auditors of Company, retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. They have furnished a certificate to the effect that their proposed appointment, if made, will be in accordance with the limit prescribed under Section 224(1 - E&) of the Companies, Act, 1956 and they are not disqualified for such appointment, within the meaning of subsection (3) and (4) of the section 226 of the Companies Act, 1956. your directors recommend their reappointment.

The Auditor''s Report to the shareholders does not contain any qualification. The notes to accounts referred to in the Auditor''s report are self explanatory and therefore do not call for any comments.

COMPLIANCE CERTIFICATE

As per the requirement of section 383A of the Companies Act 1956 and companies (Compliance Certificate) Rules 2001, the company has obtained a certificate from Company Secretary in whole time practice confirming that the company has complied with all the provision of the Companies act, 1956. The clauses of the referred to in the compliance certificate are self- explanatory and, therefore do not call for any further comments.

INFORMATION REQUIRED UNDER SECTION 217 (1)(e) OF COMPANIES ACT.

i) Conservation of Energy

In the opinion of the directors there is no need to take any measure in this regard. The company does not have any proposal for additional investment in this regard. The details of energy consumption are not required to be given.

ii)FOREIGN EXCHANGE. EARNING & OUTGO

Earnings: 0.00 Previous year : 0.00

Outgo : 0.00 Previous year : 0.00

iii)TECHNOLOGY ABSORPTION

The research and experiments are carried on as part of the normal business activities as such no separate figures are available.

ACKNOWLEDGMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the financial institutions, Government Authorities, Customers, Vendors and Members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services of executives, staff and workers of Company.

For and on Behalf of the Board Date: 24th June, 2011 sd/- Place: New Delhi Director

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