[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To
The Members,
Vishvas Projects Limited
(formerly known as MefcomAgro Industries Limited) Flat-1106, 11th Floor, Padma Tower-I, Rajendra Place New Delhi, Central Delhi- 110008
Dear Members,
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by VISHVAS PROJECTS LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2020 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2020 according to the provisions of:
I. The Companies Act, 2013 (the Act) and the Rules made thereunder;
II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder;
III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) to the extent applicable to the Company :-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (Not applicable to the Company during the Audit period)
d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client.
e. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (Not Applicable during Audit Period)
f. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998. (Not Applicable during Audit Period)
g. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not Applicable during Audit Period)
h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the Audit period)
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i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during the Audit period)
We have also examined compliance with the applicable clauses of the following:
i. Secretarial Standards issued by The Institute of Company Secretaries of India.
ii. The Listing Agreements entered into by the Company with the BSE Limited and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the extent as mentioned below:
1. There were few instances where Company has given late intimation(s) and disclosures to the Stock Exchange and made delay in Compliances pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015.
2. The Company has not appointed Chief Financial officer under Section 203 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 w.e.f ) during audit period under review.
3. Company did not file Form MGT-14 for the appointment of Secretarial Auditor and there were few instances where various E forms has been filed with additional fees.
4. The management of the Company has reported and certified that the Company has obtained requisite approvals for grant of loans and advances to any party and complied with the provisions of Section 186 of the Companies Act, 2013 and any other applicable laws. However Company could not produce necessary records/supporting documents during the audit process.
5. The Trading in the equity shares of the Company had been suspended w.e.f 12thMarch, 2020 due to non-payment of Annual Listing fees for the financial year 2019-2020. Further, the company has also not paid the Annual Listing Fees for the financial year 2020-2021.
6. The Company has not filed Compliance certificate pursuant to the Regulation 76 of SEBI (Depository Participants) Regulations, 2018 for the quarter ended on 31stDecember, 2019 and 31stMarch, 2020.
7. Website of the Company is not updated as per the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 and Companies Act, 2013.
8. During the period under review, there were some instances where the Company has filed delay intimations/Compliances to BSE Limited and Registrar of Companies, Delhi.
9. The management of the Company confirmed that no related party transaction under section 188 of the Companies Act, 2013 held during period under review other than ordinary course of business.
We further report that the Company has, in our opinion, complied with the provisions of the Companies Act, 1956 and the Rules made under that Act and the provisions of Companies Act, 2013 as notified by Ministry of Corporate Affairs and the Memorandum and Articles of Association of the Company, with regard to:
a) maintenance of various statutory registers and documents and making necessary entries therein;
b) closure of the Register of Members.
c) forms, returns, documents and resolutions required to be filed with the Registrar of Companies and the Central Government;
d) service of documents by the Company on its Members, Auditors and the Registrar of Companies;
e) notice of Board meetings and Committee meetings of Directors;
f) the meetings of Directors and Committees of Directors including passing of resolutions by circulation;
g) minutes of proceedings of General Meetings and of the Board and its Committee meetings;
h) approvals of the Members, the Board of Directors, the Committees of Directors and the government authorities, wherever required;
i) constitution of the Board of Directors / Committee(s) of Directors, appointment, retirement and reappointment of Directors including the Managing Director and Whole-time Directors;
j) payment of remuneration to Directors including the Managing Director and Whole-time Directors, o) Investment of the Company’s funds including investments and loans to others;
p) form of balance sheet as prescribed under Part I, form of statement of profit and loss as prescribed under Part II and General Instructions for preparation of the same as prescribed in Schedule VI to the Act;
Page | 31 Where others see a wall, we see a window. II Vishvas Projects Limited II Annual Report 2019-20 q) Directors’ report;
r) contracts, common seal, registered office and publication of name of the Company; and s) Generally, all other applicable provisions of the Act and the Rules made under the Act.
We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that as informed to us, the Company has responded to notices for demands, claims, penalties etc levied by various statutory / regulatory authorities and initiated actions for corrective measures, wherever necessary.
We further report that as informed to us, the Company has undertaken event / action having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.
referred to above.
For Shankar Tayal & Associates Company Secretaries Sd- Place: Delhi
August 31, 2020 Shankar Tayal
Mem. No. ACS-50094 COP No. 20720 Note: This report is to be read with our letter of even date which is annexed as ‘Annexure-A’ and forms an integral part of this report.
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‘ANNEXURE-A’
To
The Members,
Vishvas Projects Limited
(formerly known as MefcomAgro Industries Limited) Flat-1106, 11th Floor, Padma Tower-I, Rajendra Place New Delhi, Central Delhi- 110008
Our report of even date is to be read along with this letter:
1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these Secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not yet verified the correctness and appropriateness of financial records and Books of account of the Company.
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
7. Due to spread of Novel Corona Virus and complete lockdown imposed by Govt. of India, we could not visit the office of the Company and verify the documents physically. Scanned documents could not be produced; therefore, this report is based on the Management Representation provided by the Company.
For Shankar Tayal & Associates Company Secretaries
Sd-
Place: Delhi
August 31, 2020 Shankar Tayal
Mem. No. ACS-50094 COP No. 20720
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