Directors Report of Vaishno Cement Company Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the 28th Annual Report of your Company together with the Audited Statements of Accounts for the year ended 31st March 2015.


year ended Year Ended

Financial Results 31.03.2015 31.03.2014

Income 1.34 8.79

Proft / (Loss) before Tax & Extraordinary Items (10.51) 1.72

Less : Provision for Taxation 0.00 0.54

Add / (Less) : Extra-Ordinary Items (11.90) 0.66

Profit / (Loss) after Tax (22.41) 1.84

Add: Profit/(Loss) brought forward from Previous Year (880.09) (881.93)

Balance carried forward (902.51) (880.09)

overview oF economy

Indian economy has weathered many challenges successfully in recent times and is currently placed on a cyclical upturn, on the back of strong policies and a whiff of new optimism. In the recent past, the economy faced testing times with issues like lower growth, high levels of inflation and widening current account deficit; escalated by an unsupportive external environment. Growth is back, with its desirable concomitants of mild inflation and manageable current account balance with stable rupee and rising foreign exchange reserves, signaling improvements in macro-economic stability. India is one of the very few countries for which IMF and World Bank have raised their growth assessment. The ongoing revival is remarkable against the fact that it happened despite a highly tentative global economic conditions and a below-par domestic agricultural season.

The year 2014-15 has witnessed key policy reforms, aimed at aiding growth revival and surmounting the structural constraints in the economy. The policy action has combined the needs of short term economic management with focus on taming inflation and external sector imbalances with a medium to long-term vision for transformation and development, manifested in significant reforms aimed at rationalizing administered pricing policies in petroleum and natural gas, stirring infrastructure development and de-bottlenecking the economy with initiatives to unshackle land acquisition for development (along with rehabilitation requirements therein) and to ensure adequate availability of key inputs like coal and power. The growth agenda of the Government has been tethered to the revival of manufacturing, unleashed in the "Make in India", initiative, accompanied by liberalization of foreign direct investment, a large array of investment facilitation measures and steps to improve saving.

overall performance & outlook

During financial year 2014-2015, there were nil business activities apart from revenue generated from Brokerages and Commission.

The Gross Revenue of the Company stood at Rs. 1.34 Lac in comparison to last years' figure of Rs. 8.79 Lac whereas Profit / (Loss) after Tax stood at Rs. (22.84) Lac in comparison to last years' profit of Rs. 1.84.

The Company is looking borrow money from Bank or Financial Institutions or HNIs who can provide financial support to the Company and from this funding, Company can revive and can do something in coming years. The Company is trying hard to bring working capital in order restart business activities or can think of entering into new businesses.

dividend

As there were no business activities during the year and due to carried forward losses, the Company do not recommends any dividend during the year under review.

share Capital

The paid up Equity Share Capital as on March 31, 2015 was Rs. 8.9502 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2015, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company.

Finance and accounts

Your Company prepares its financial statements in compliance with the requirements the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits/(loss) and cash flows for the year ended 31st March 2015.

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.

There is no audit Qualification in the standalone financial statements by the statutory auditors for the year under review.

particulars oF Loans, Guarantees oR investments

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

subsidiary Company

The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial year. Accordingly, a policy on material subsidiaries has not been formulated.

Related party transactions

All transactions entered into with Related Parties as defend under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013 thus disclosure in form AOC-2 is not required. There were no materially significant transactions with related parties during the financial year which were in confect with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The policy on Related Party Transactions as approved by the Board; is uploaded on the Company's website.

management discussion & analysis

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors' Report.

management

There is no Change in Management of the Company during the year under review.

directors

During the financial year, Mr. Rama Shankar Thakur has resigned from the Board due to their personal reasons.

Further, the Board has appointed Mr. Gerhard Sitaram Bansal as Independent Director of the Company w.e.f. 10th October 2014, who has resigned from the Board w.e.f. 22nd April 2015.

Further, the Board has appointed Mr. Vijay Jaideo Poddar as Independent Director of the Company w.e.f. 10th October 2014, who has also resigned from the Board w.e.f. 22nd April 2015.

On 22nd April 2015, the Board has appointed Mr. Nabin Kr. Jain, Mr. Vineet Agarwal and Ms. Kakali Ghosh as Independent Directors of the Company as per requirement of Clause 49 of Listing Agreement and Section 149 of Companies Act, 2013.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

independent directors

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to fve consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to fve years on passing of a special resolution by the company and disclosure of such appointment in Board's Report. Further Section 152 of the Act provides that the Independent Directors shall not be liable to retire by rotation in the Annual General Meeting ('AGM') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as Independent Director for fve years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (fve) years only.

details oF directors / kmp appointed and Resigned during the year

sl. no. name designation

1. Mr. Rama Shankar Thakur Independent Director

2. Mr. Girdhar S. Bansal Independent Director

3. Mr. Vijay Jaideo Poddar Independent Director

4. Mr. Nabin Kr. Jain Independent Director

5. Mr. Vineet Agarwal Independent Director

6. Ms. Kakali Ghosh Independent Director 7. Ms. Suman Murarka Company Secretary



Name date of date of appointment Resignation Mr. Rama Shankar Thakur - 10th Oct. 2014

Mr. Girdhar S. Bansal 10th Oct. 2014 22nd April 2015

Mr. Vijay Jaideo Poddar 10th Oct. 2014 22nd April 2015

Mr. Nabin Kr. Jain 22nd April 2015 -

Mr. Vineet Agarwal 22nd April 2015 -

Ms. Kakali Ghosh 22nd April 2015 -

Ms. Suman Murarka 30th Dec 2014 -

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

material Changes and Commitments affecting Financial position Between the end oF the Financial year and date of Report There have been no material changes and commitments affecting the financial position of the Company between the end of Financial Year and date of the report.

directors Responsibility statement

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

1. In the preparation of the annuals accounts, for the year ended 31st March 2015, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors have adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

3. 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.

4. The Directors have prepared the annual accounts on a going concern basis.

5. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

6. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

statutory information

The Company being basically in the business of Brokerages & Commission, requirements regarding disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule are not applicable to us.

information technology

Your Company believes that in addition to progressive thought, it is imperative to invest in Information and Technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has invested its money for acquiring latest Computer hardware and software.

Business Risk management

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments viz. Finance and Capital Market activities.

internal Control systems and their adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defend in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

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

Vigil mechanism / Whistle Blower policy

As required under Rule 7 of The Companies (Meetings of Board and its Powers) Rules 2014, the Company has a vigil mechanism named Fraud Risk Management Policy (FRM) to deal with instance of fraud and mismanagement, if any. The detail of the FRM Policy is explained in the Corporate Governance Report.

Research & development

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

auditors

statutory auditors

Existing Auditors M/s Rishikesh Mishra & Associates, Chartered Accountants, Mumbai who are retiring in ensuring Annual General Meeting have expressed their un-willingness to re-appoint themselves as Auditors of the Company In place of existing Auditors, the Audit Committee recommended M/s Atish Agarwal & Associates (FRN 329103E), Chartered Accountants, Mumbai for appointment to audit the accounts of the Company from the conclusion of the 28th Annual General Meeting up to the conclusion of the 32nd consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 from M/s. Atish Agarwal & Associates; that they are eligible for appointment as auditors, and are not disqualified for appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949, or the rules and regulations made there-under.

The proposed appointment is as per the term and within the limits laid down by or under the authority of the Companies Act, 2013 and that there are no proceedings pending against them or any of their partners with respect to professional conduct.

secretarial auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Khusboo Goenka, Company Secretaries in Practice (C.P. No. 8172) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed elsewhere in this Annual Report.

extract of annual Return

The details forming part of the extract of the Annual Return in form MGT 9, as required under section 92 of the Companies Act, 2013 is annexed elsewhere in this Annual Report.

particulars of employees

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Company's plan. By far the employee's relations have been cordial throughout the year.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1988 is reported to be NIL. particulars Under section 217 (1) (e) oF the Companies aCt, 1956

The information required pursuant to Section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

particulars Under section 134(3)(m) oF the Companies aCt, 2013

Since the Company is into the Business of Financing and Investing activities in Shares and Securities; the information regarding conservation of energy, Technology Absorption, Adoption and innovation, under section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is reported to be NIL.

Foreign exchange earnings and outgo

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

public deposits

During the year under review, your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Report on Corporate Governance

The Company confirms to the norms of Corporate Governance as envisaged in the Companies Act, 2013 and in the Listing Agreement with the Stock Exchanges. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

appreciation

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company's valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Kolkata, May 29, 2015 By order of the Board

For Vaishno Cement Company Limited

Registered Office :

Vaishno Chambers RaJ Kumar Jaiswal

6, Brabourne Road (DIN : 00559127)

Kolkata-700 001 Chairman

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report of your Company together with the Audited Statements of Accounts for the year ended 31st March 2014.

(Rs. in Lac)

Year Ended Year Ended Financial Results 31.03.2014 31.03.2013

Income 8.79 19.58

Profit before Tax & Extraordinary Items 1.72 1.06

Less : Provision for Taxation 0.54 0.35

Add : Extra-Ordinary Items 0.66 0.00

Profit after Tax 1.84 0.71

Add: Profit/(Loss) brought forward from Previous Year -881.93 -882.64

Balance carried forward -880.09 -881.93

OVERVIEW OF ECONOMY

India''s economic growth remained below 5.00 percent mark second year in a row at 4.7 percent in 2013-14, but the industry is hopeful of a rebound with a new stable government who is expected to be considered pro- business.

India''s fourth quarter growth stood at 4.6 percent. Decline in manufacturing and mining output eclipsed the overall growth during the entire fiscal. The country''s economy, or gross domestic product (GDP), had expanded at 4.5 percent in 2012-13, the slowest pace in the previous decade.

Subdued prices of vegetables, cereals and dairy products pushed down retail inflation to a three-month low of 8.28 percent in May. Retail inflation, measured on consumer price index (CPI), was 8.59 percent in April.

In February 2014, retail inflation was at 8.03 percent, followed by consecutive rise in March (8.31 percent) and in April, it was 9.66 percent as per the data released by government.

OVERALL PERFORMANCE & OUTLOOK

During financial year 2013-2014, there were almost no business activities apart from revenue generated from Brokerages and Commission.

The Gross Revenue of the Company stood at Rs. 8.79 Lac in comparison to last years'' figure of Rs. 19.58 Lac whereas PAT stood at Rs. 1.84 Lac in comparison to last years'' figure of Rs. 0.71.

The Company is looking for financing from Bank, Financial Institutions or HNIs who can provide financial assistance to the Company and from this funding, Company can revive and can do better in coming years. The Company is trying hard to bring working capital in order restart business activities or can think of entering into new businesses.

DIVIDEND

As there were no business activities during the year and due to carried forward losses, the Company do not recommends any dividend during the year under review.

SUBSIDIARY COMPANY

The Company does not Subsidiary Company.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

There is no change in composition of Board during the year under review

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annuals accounts, for the year ended 31st March 2014, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

3. 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.

4. The Directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION

The Company being basically in the business of Brokerages & Commission, requirements regarding disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule are not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in Information and Technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has invested its money for acquiring latest Computer hardware and software.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

The Auditors M/s Rishikesh Mishra & Associates, Chartered Accountants, Mumbai who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 27th Annual General Meeting up to the conclusion of the 32nd consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. Rishikesh Mishra & Associates, that their appointment, if made, would be in conformity with the limits specified in the said Section.

The shareholders are requested to appoint Auditors and fix their remuneration.

COMMENTS ON AUDITOR''S REPORT :

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Company''s plan. By far the employee''s relations have been cordial throughout the year.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1988 is reported to be NIL.

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

Since the Company is to the business of broking and commission agent during the year under review and hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Stock Exchanges. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company''s valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Kolkata, May 29, 2014 By order of the Board For VAISHNO CEMENT COMPANY LIMITED

Registered Office : RAJ KUMAR JAISWAL Vaishno Chambers (DIN : 00559127) 6, Brabourne Road Chairman Kolkata-700 001

---

Mar 31, 2012

To The Members,

The Directors have pleasure in presenting the 25th Annual Report of your Company together with the Audited Statements of Accounts for the year ended 31st March 2012.

(Rs. in Lacs)

Financial Results Year Ended Year Ended 31.03.2012 31.03.2011

Income 7.33 0.00

Profit before Tax & extraordinary item 3.12 -0.21

Less : Provision for Taxation 0.94 0.00

Profit after Tax 2.18 -0.21

Add: Profit/(Loss) brought forward from Previous Year -884.82 -884.61

Balance carried forward -882.64 -884.82

BUSINESS OPERATIONS

During financial year 2011-12, there were almost nil business activities apart from doing investment activities in shares and securities.

Your Company was in the business of cement manufacturing which was apparently shut down due to lack of working capital as well as looking to the requirements of new machineries, for which the Company is not having enough financial strength.

The PBT of the Company stood at Rs. 3.12 Lac and PAT stood at Rs. 2.18 Lac which is not as per expectation of Company management. The Company is trying hard to bring some more fund or capital in order to enter into the new business activities which have been identified by the management.

FUTURE PLANS

The Company is looking for various aspects to arrange for its working capital; by way of loan from Bank or Corporate Houses, to raise money by way of issue of further shares or to bring into some strategic partners who can invest into the Company to bring back its old glory.

DIVIDEND

As the Company was in not in any business during the year and due to carried forward losses, the Company do not recommends any dividend during the year under review.

SUBSIDIARY COMPANY

The Company does not Subsidiary Company.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

There is no change in composition of Board during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annuals accounts, for the year ended 31st March 2012, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

3. 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.

4. The Directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION

The Company being basically in the business of Capital & Money Market, requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in research and development to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has invested its money for acquiring latest Computer hardware and software.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

The Auditors M/s Anil Sanklecha & Co., Chartered Accountants, Mumbai holds the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors U/S 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed.

The shareholders are requested to appoint Auditors and fix their remuneration.

COMMENTS ON AUDITOR'S REPORT :

The notes referred to in the Auditor's Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There were no employees in Company during the year under review.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1988 is reported to be NIL.

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

The Company is having no business other than the business of investing activities during the year under review and hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company's valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Kolkata, August 22, 2012 By order of the Board

For VAISHNO CEMENT COMPANY LIMITED

Registered Office :

Vaishno Chambers

6, Brabourne Road R. K. JAISWAL

Kolkata-700 001 Chairman

---

Mar 31, 2011

The Directors have pleasure in presenting the 24t Annual Report of your Company together with the Audited Statements of Accounts for the year ended 31st March 2011.

( Rs. in Lacs)

Financial Results Year Ended Year Ended 31.03.2011 31.03.2010

Income 0.00 0.00

Profit before Tax & extraordinary item - 0.21 -804.42

Less : Provision for Taxation 0.00 0.00

Profit after Tax -0.21 -804.42

Add: Profit/(Loss) brought forward from Previous Year -884.61 -80.18

Balance carried forward -884.82 -884.61

DIVIDEND

As the Company was in not in any business during the year and due to carried forward losses, the Company do not recommends any dividend during the year under review.

PERFORMANCE & CURRENT YEAR PROSPECTS

As there were no business activities during the year under review, it is difficult to comment on the topic of current years' business performance of the Company. However the Company is trying hard to bring some capital by way of various modes which are allowed by SEBI and then to enter into the business of land development and building construction.

BUSINESS SEGMENT

The Company was in no business during the year under review apart from some investing activities in shares and securities and thus unable to comment exactly on the topic.

RISK & CONCERNS

In current scenario the Company is not in any business and hence there is no question of Risk and concerns in its line of business. However the Company is looking various aspects to invest its money, if the same is being recovered and your Company is hopeful to be succeeded. Though, if the Company fails to recover its money, the Company is having fear that they will not be able to deliver anything to its shareholders.

OVERVIEW OF FINANCIAL AND BUSINESS PERFORMANCE

During financial year 2010-11, there were almost nil business activities apart from doing investment activities in shares and securities.

Currently, your Company is in the business of cement manufacturing. The PBT of the Company stood at Rs. 21 Lac which is not as per expectation of Company management. The Company is trying hard to bring some more fund or capital in order to enter into the new business activities which has been identified by the management.

RISK MANAGEMENT & CONCERNS

The objective of risk management is to balance the trade-off between risk and returns and ensure optimum risk adjusted return on capital. It entails the identification, measurement and management of risks across the various businesses of the Company. Risk is managed through a framework of policies and principles approved by the Board of Directors and supported by an Independent risk function that ensures that the Company operates within its risk appetite. The risk management function attempts to anticipate vulnerabilities at the transaction level or at the portfolio level, as appropriate, through quantitative or qualitative examination of the embedded risks. The Company continues to focus on refining and improving its risk management systems. In addition to ensuring compliance with regulatory requirements, the Company had developed internal systems for assessing capital requirements keeping in view the business objectives.

The Company has identified main risks viz. Credit Risk, Market Risk, Liquidity Risk and Operational Risk for its business, which needs to be addressed at this point of time.

The Company has framed the appropriate business policies to tackle the challenges of above risks and is continually reviewing and modifying these policies in order to face the challenges and come out with the help of Company's business policies.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

VCCL has developed adequate Internal Control Systems in place to ensure a smooth functioning of its business. The Control System provides a reasonable assurance of recording the transactions of its operations in all material aspects and of providing protection against misuse or loss of Company's assets.

The ICS and their adequacy are frequently reviewed and improved and are documented.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES

The Company was having staff strength of 3 people during the year under review however the Company is recruiting more experienced employees during financial year 2010-11. Once the process of new recruitment will be over, the Company will be able to comment on this.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

CAUTIONARY STATEMENT

Statements in the Management Discussions and Analysis describing the Company's objectives, projections, estimates, expectations may be forward looking statements. Actual results may differ materially from those expressed or implied. Important factors that could make a difference to the Company's performance include economic conditions affecting demand / supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government Regulations, tax laws, statues and other incidental factors.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

There is no change in management during the year under review.

During the year, Mr. Manoj Jaiswal, Mr. Hitesh Jaiswal and Mr. Jairaj Jaiswal have resigned in the month of

January 2011.

INFORMATION TECHNOLOGY

The Company aims to maintain a scalable computing infrastructure that delivers efficient and seamless services across multiple channels for customer convenience. In order to retain competitive edge, technology infrastructure has been implemented wherever necessary, in alignment with business requirements.

COMPLIANCE

The Compliance function of the Company is responsible for independently ensuring that operating and business units comply with regulatory and internal guidelines. The Compliance Department of the Company is continued to play a pivotal role in ensuring implementation of compliance functions in accordance with the directives issued by regulators, the Company's Board of Directors and the Company's Compliance Policy. The Audit Committee of the Board reviews the performance of the Compliance Department and the status of compliance with regulatory/internal guidelines on a periodic basis.

New Instructions/guidelines issued by the regulatory authorities were disseminated across the Company to ensure that the business and functional units operate within the boundaries set by regulators and that compliance risks are suitably monitored and mitigated in course of their activities and processes. New products and process launched during the year were subjected to scrutiny from the Compliance Standpoint and proposals of financial services were screened from risk control prospective.

HUMAN RESOURCES

The Company recognizes that its success is deeply embedded in the success of its human capital. During 2010-11, the Company continued to strengthen its HR processes in line with its objective of creating an inspired workforce. The employee engagement initiatives included placing greater emphasis on learning and development, launching leadership development programme, introducing internal communication, providing opportunities to staff to seek inspirational roles through internal job postings, streamlining the Performance Management System, making the compensation structure more competitive and streamlining the performance-link rewards and incentives.

The Company believes that learning is an ongoing process. Towards this end, the Company has built a training infrastructure which seeks to upgrade skill levels across grades and functions through a combination of in-house and external programme.

STATUTORY INFORMATION

The Company being basically in the media sector, requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

AUDITORS

The Auditors M/s J. Gupta & Co., Chartered Accountants, Kolkata, West Bengal holds the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors U/S 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed.

The shareholders are requested to appoint Auditors and fix their remuneration.

COMMENTS ON AUDITOR'S REPORT :

The notes referred to in the Auditor's Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There were no employees in Company during the year under review.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1988 is reported to be NIL.

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

The Company is having no business other than the business of investing activities during the year under review and hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be

NIL.

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annuals accounts, for the year ended 31st March 2011, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

3. 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.

4. The Directors had prepared the annual accounts on a going concern basis.

REPORT ON CORPORATE GOVERNANCE

The Company is committed to good Corporate Governance. The Company respects the rights of its Shareholders to inform on the performance of the Company and its endeavor to maximize the long-term value to the Shareholders of the Company. As per Clause 49 of the listing Agreement of the Stock Exchange, a report on Corporate Governance is set out separately, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) is commitment of the Company to improve the quality and living standard of the employees and their families and also to the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all the Company's managing body for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers, and Governmental and Statutory Authorities for their continued support.

Kolkata, September 3, 2011 By order of the Board

For VAISHNO CEMENT COMPANY LIMITED

Registered Office :

Vaishno Chambers

6, Brabourne Road R. K. JAISWAL

Kolkata-700 001 Chairman

---

Mar 31, 2010

The Directors have pleasure in presenting the 23rd Annual Report of your Company together with the Audited Statements of Accounts for the year ended 31st March 2010.

(Rs. in Lacs)

Financial Results Year Ended Year Ended 31.03.2010 31.03.2009

Income 0.00 1.26

Profit before Tax & extraordinary item -804.42 -6.02

Less : Provision for Taxation 0.00 0.00

Profit after Tax -804.42 -6.02

Add: Profit/(Loss) brought forward from Previous Year -80.18 -74.16

Balance carried forward -884.61 -80.18

DIVIDEND

Due to severe Loss due to sale of its Investments, Plant & Machinery as well as factory premises during the year, your Directors do not propose any dividend for the year under review.

PERFORMANCE & CURRENT YEAR PROSPECTS

The Company was operating in the segment of Cement manufacturing and during the year entire Factory, Plant & Machinery as well as Investments was sold out and thus there was no business activity during the year under review. During the year, the Company has earned loss of Rs. 884.61 Lac due to the same which was totally unexpected and wow the Company is looking to diversify its business into some other segment.

BUSINESS SEGMENT

The Company was in no business during the year under review apart from some investing activities in shares and securities and thus unable to comment exactly on the topic.

RISK & CONCERNS

In current scenario the Company is not in any business and hence there is no question of Risk and concerns in its line of business. However the Company is looking various aspects to invest its money, if the same is being recovered and your Company is hopeful to be succeeded. Though, if the Company fails to recover its money, the Company is having fear that they will not be able to deliver anything to its shareholders.

OVERVIEW OF FINANCIAL AND BUSINESS PERFORMANCE

During financial year 2009-10, there were almost nil business activities apart from doing investment activities in shares and securities.

Currently, your Company is in the business of cement manufacturing. The PBT of the Company stood at Rs. (884.61) Lac which is hopeless. The Company is trying hard to sale off existing business and then to enter into new business arena.

RISK MANAGEMENT & CONCERNS

The objective of risk management is to balance the trade-off between risk and returns and ensure optimum risk adjusted return on capital. It entails the identification, measurement and management of risks across the various businesses of the Company. Risk is managed through a framework of policies and principles approved by the Board of Directors and supported by an Independent risk function that ensures that the Company operates within its risk appetite. The risk management function attempts to anticipate vulnerabilities at the transaction level or at the portfolio level, as appropriate, through quantitative or qualitative examination of the embedded risks. The Company continues to focus on refining and improving its risk management systems. In addition to ensuring compliance with regulatory requirements, the Company had developed internal systems for assessing capital requirements keeping in view the business objectives.

The Company has identified main risks viz. Credit Risk, Market Risk, Liquidity Risk and Operational Risk for its business, which needs to be addressed at this point of time.

The Company has framed the appropriate business policies to tackle the challenges of above risks and is continually reviewing and modifying these policies in order to face the challenges and come out with the help of Company's business policies.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

VCCL has developed adequate Internal Control Systems in place to ensure a smooth functioning of its business. The Control System provides a reasonable assurance of recording the transactions of its operations in all material aspects and of providing protection against misuse or loss of Company's assets.

The ICS and their adequacy are frequently reviewed and improved and are documented.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES

The Company was having staff strength of 3 people during the year under review however the Company is recruiting more experienced employees during financial year 2009-10. Once the process of new recruitment will be over, the Company will be able to comment on this.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

CAUTIONARY STATEMENT

Statements in the Management Discussions and Analysis describing the Company's objectives, projections, estimates, expectations may be forward looking statements. Actual results may differ materially from those expressed or implied. Important factors that could make a difference to the Company's performance include economic conditions affecting demand / supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government Regulations, tax laws, statues and other incidental factors.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

There is no change in management during the year under review.

During the year Mr. Nirmal Kr. Bothra has resigned from the Board 22nd Jan 2010.

INFORMATION TECHNOLOGY

The Company aims to maintain a scalable computing infrastructure that delivers efficient and seamless services across multiple channels for customer convenience. In order to retain competitive edge, technology infrastructure has been implemented wherever necessary, in alignment with business requirements.

COMPLIANCE

The Compliance function of the Company is responsible for independently ensuring that operating and business units comply with regulatory and internal guidelines. The Compliance Department of the Company is continued to play a pivotal role in ensuring implementation of compliance functions in accordance with the directives issued by regulators, the Company's Board of Directors and the Company's Compliance Policy. The Audit Committee of the Board reviews the performance of the Compliance Department and the status of compliance with regulatory/internal guidelines on a periodic basis.

New Instructions/guidelines issued by the regulatory authorities were disseminated across the Company to ensure that the business and functional units operate within the boundaries set by regulators and that compliance risks are suitably monitored and mitigated in course of their activities and processes. New products and process launched during the year were subjected to scrutiny from the Compliance Standpoint and proposals of financial services were screened from risk control prospective.

HUMAN RESOURCES

The Company recognizes that its success is deeply embedded in the success of its human capital. During 2009-10, the Company continued to strengthen its HR processes in line with its objective of creating an inspired workforce. The employee engagement initiatives included placing greater emphasis on learning and development, launching leadership development programmer, introducing internal communication, providing opportunities to staff to seek inspirational roles through internal job postings, streamlining the Performance Management System, making the compensation structure more competitive and streamlining the performance-link rewards and incentives.

The Company believes that learning is an ongoing process. Towards this end, the Company has built a training infrastructure which seeks to upgrade skill levels across grades and functions through a combination of in-house and external programme.

STATUTORY INFORMATION

The Company being basically in the media sector, requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

AUDITORS

The Auditors M/s J. Gupta & Co., Chartered Accountants, Kolkata, West Bengal holds the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors U/S 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed.

The shareholders are requested to appoint Auditors and fix their remuneration.

COMMENTS ON AUDITORS REPORT :

The notes referred to in the Auditor's Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There were no employees in Company during the year under review.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1988 is reported to be NIL.

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

The Company is having no business other than the business of investing activities during the year under review and hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL.

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annuals accounts, for the year ended 31st March 2010, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

3. 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.

4. The Directors had prepared the annual accounts on a going concern basis.

REPORT ON CORPORATE GOVERNANCE

The Company is committed to good Corporate Governance. The Company respects the rights of its Shareholders to inform on the performance of the Company and its endeavor to maximize the long-term value to the Shareholders of the Company. As per Clause 49 of the listing Agreement of the Stock Exchange, a report on Corporate Governance is set out separately, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) is commitment of the Company to improve the quality and living standard of the employees and their families and also to the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all the Company's managing body for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers, and Governmental and Statutory Authorities for their continued support.

Kolkata, September 2,2010 By order of the Board

For VAISHNO CEMENT COMPANY LIMITED Registered Office :

Vaishno Chambers

6, Brabourne Road R. K. JAISWAL

Kolkata-700 001 Chairman