Directors Report of Vishvas Projects Ltd.

Mar 31, 2015

Dear Members,

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

FINANCIAL RESULTS

The summarized performance of the Company for the years 2014-15 and 2013-14 is given below:

(Amt in Rs.)

S. No. Particulars 2014-15 2013-14

1. Total Income/Loss 886770 942839

2. Less: Total Expenses 983403 1132743

3. Profit Before Tax (96633) (189904)

4. Profit/Loss after Tax (93745) (190,345)

FINANCIAL PERFORMANCE

During the year under review, the Company's income is Rs. 8,86,770 as against income of Rs. 9,42,839 in 2013- 14. The net profit after tax during the year has been Rs. (93745) as against the net profit of Rs. (190345) in the previous year.

RESERVE AND SURPLUS

The net loss of Rs. 93745 is being transferred to Reserve and Surplus and total Reserve and surplus as on 31st March, 2015 stands Rs. (2,41,85,146).

DIVIDEND

To plough back the profits in to the business activities, no dividend is recommended for the Financial year 2014- 15.

SHARE CAPITAL

During the year, there is no change in the Capital Structure of the Company.

CHANGE IN THE NATURE OF BUSINESS

During the year, the Company has not changed its nature of business.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability.

RISK MANAGEMENT POLICY

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides identifying internal and external risks and implementing risk mitigation steps.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given herein below:

The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company upto the date of ensuing Annual General Meeting. If any Member is interest in inspecting the same, such Member may write to the Compliance officer in advance.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Sr. Name of Director/KMP Remuneration % increase in No. and Designation of Director/ Remuneration KMP for FY in FY2014-15** 2014-15 (In Rs.)

1. Mr. Ashok Marwah, Whole 360000 50 Time Director

Sr. Name of Director/KMP Ratio of Ratio of No. and Designation Remuneration of Remuneration of Director to Director to Median Median Remuneration of Remuneration of employees Employees

1. Mr. Ashok Marwah, Whole N.A. N.A. Time Director

The number of permanent employees as on 31st March 2015 was 1.

Average of remuneration of employees excluding KMPs - Nil

No employee's remuneration for the year 2014-15 exceeded the remuneration of any of the Directors.

Company’s performance has been provided in the Directors’ Report which forms part of the Board Report.

Market Capitalisation was Rs. 0.32 crores of 2014-15 as against Rs. 1.44 of 2013-14 (the Market Capitalization has been calculated by taking 2803855 Equity shares being listed on the BSE Limited, however, total equity shares of the Company is 2850000 Equity Shares )

The key parameter for the variable component of key managerial personnel(s) is linked with Company performance and Individual performance.

The remuneration of Directors, KMPs and other employees is in accordance with the Remuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015 –NOT APPLICABLE

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March, 2015, provision of section 129 of the Companies Act, 2013 is not applicable.

STATUTORY AUDITORS

In accordance with the provisions of the Companies Act, 2013, the Board of Directors of Your company has proposed the ratification of appointment of M/s. Rupesh Mangal & Associates, Chartered Accountants (FRN 025449N), as Statutory Auditors of the Company for the financial year 2015-16.

AUDITORS’ REPORT

The Notes on Financial Statements referred to in the Auditors? Report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form no. MGT – 9 has been annexed to the Report, as Annexure.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 314(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement.

DIRECTORS & ITS COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year under review, Mr. Nihar Ranjan Mishra resigned from the post of director and Appointment of Ms. Aarti as an Additional Independent Director w.e.f. 18/03/2015.

Appointment of Mr. Pradeep Kumar as an Independent Director w.e.f. 28/03/2015.

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

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, and Listing Agreement.

c) Formal Annual Evaluation

Pursuant to the provisions of companies Act, 2013 and the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

a. BOARD MEETINGS

During the year eight Board Meetings were convened and held on 06.05.2014, 28.05.2014, 13.08.2014, 30.08.2014, 13.11.2014, 13.02.2015, 18.03.2015 and 28.03.2015.

COMMITTEES OF THE BOARD.

(a) AUDIT COMMITTEE

The Board of Directors of the Company has duly constituted the Audit Committee of the Company consisting three Directors out of which two are Non Executive Director of the Company. All the Directors have good knowledge of Finance, Accounts and Company Law.

During the year under review, the Committee was constituted on 28th March, 2015. The Chairman of the Committee is Ms. Aarti.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The composition of the Audit Committee as at March 31, 2015:

1. Ms. Aarti - Independent Director

2. Mr. Atul Joshi - Non Executive and Non Independent Director

3. Mr. Pradeep Kumar - Independent Director

Meetings of Audit Committee:

28th March, 2015.

Sr. No. Name of the Director Designation Category

1. Ms. Aarti Chairman Independent Director

2. Mr. Atul Joshi Member Non Executive Director

3. Mr. Pradeep Kumar Member Independent Director

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013.

Some of the important functions performed by the Committee are:

* Oversight of the Company's financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

* Reviewing with the Management the quarterly unaudited financial statements and the Auditors' Limited Review Report thereon/ audited annual financial statements and Auditors' Report thereon before submission to the Board for approval.

* Review the Management Discussion & Analysis of financial and operational performance.

* Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company's accounting principles with reference to the Generally Accepted Accounting Principles in India (IGAAP).

* Recommending to the Board, the appointment/re-appointment of statutory/internal auditors and the fixation of audit fees.

* Review the investments made by the Company.

(b). STAKEHOLDERS' RELATIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board has constituted".

During the year under review, the Committee was constituted on 28th March, 2015. The Chairman of the Committee is Ms. Aarti.

The composition of the Shareholders Relationship Committee as at March 31, 2015:

1. Ms. Aarti - Independent Director

2. Mr. Atul Joshi - Non Executive and Non Independent Director.

3. Mr. Pradeep Kumar - Independent Director

Meetings of Shareholders Relationship Committee and their Attendance:

28th March, 2015.

Sr. No. Name of the Director Designation Category

1. Ms. Aarti Chairman Independent Director

2. Mr. Atul Joshi Member Non-Executive Director

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and the Listing Agreement.

The terms of reference of the Committee are:

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

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

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

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

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

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

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

* to authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;

* monitoring expeditious redressal of investors / stakeholders grievances;

* all other matters incidental or related to shares, debenture

(c) NOMINATION AND REMUNERATION COMMITTEE

In compliance with Section 178 of the Companies Act, 2013, the Board has constituted as the "Nomination and Remuneration Committee".

During the year under review, the Committee was constituted on 28th March, 2015 The Chairman of the Committee is Ms. Aarti.

Composition

The composition of Remuneration Committee of the Board comprises of four Directors as at 31st March, 2015.

Sr. No. Name of the Director Designation Category

1. Ms. Aarti Chairman Independent Director

2. Mr. Atul Joshi Member Non Executive Director

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

* Succession planning of the Board of Directors and Senior Management Employees;

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

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

* Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

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

REMUNERATION POLICY

The Company has not paid any remuneration to Directors during the year under review.

INDEPENDENT DIRECTORS' MEETING

During the year under review, the Independent Directors met on March 30, 2015, inter alia, to discuss:

* Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole.

* Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non-executive directors.

* Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

* All the Independent Directors were present at the Meeting.

SEXUAL HARASSMENT

The Company has zero tolerance for Sexual Harassment at workplace and has adopted a Policy on prevention of Sexual Harassment in line with the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redresssal) Act, 2013 and the Rules made thereunder. There was no complaint on sexual harassment during the year under review.

DISCLOSURES:

(a) Materially Significant related party transactions

There was no transaction of material nature with any of the related party, which is in conflict with the interest of the company.

(b) Details of non compliance by the company, penalties, strictures imposed on the company by the Stock Exchange or SEBI or any authority on any matter related to capital markets during last 3 years.

There was no instance of levy of any penalties during the last three years.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for its Directors and employees. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy has been posted on the website of Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year, Company has not provided Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts.

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board have on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, Senior management and their Remuneration.

The Company has paid remuneration of Rs.20, 000 p.m/ - (Rupees Twenty Thousand Only) to Executive cum Whole-Time Director. No remuneration has been paid by the company to Non-Executive Directors (in form of sitting fees and other expenses) during the year under review.

SECRETARIAL AUDIT REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company have appointed M/s. K.K. Mishra & Associates, Company Secretaries, to undertake the Secretarial audit of the Company for the Financial Year 2014-15.

The Secretarial Audit Report as given by the Secretarial Auditor is being attached as annexure to the board Report.

With respect to the observation given in the audit report, due to slowdown in the Business, the company had not appointed the Key Managerial Personnel, (Company secretary and CFO) and thus, some amount of lack in making proper compliances were happened.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts or tribunals, impacting the going concern status and company's operations in future.

AUDIT OBSERVATIONS

Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory.

HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under Section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975.

During the year under review, relationship with the employees is cordial.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that -

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. - NOT APPLICABLE

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

ACKNOWLEDGEMENT

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the employees of the Company at all levels.

By Order of the Board of Directors VISHVAS PROJECTS LIMITED

Sd/- Sd/- Place: New Delhi Ashok Marwah Atul Joshi Date: 01/09/2015 Director Director DIN: 01787560 DIN: 03051663 C-123, Ganesh Nagar RZ-65A, Gali No.9 Tilak Nagar, Delhi-110018. Tughlakabad,Extn. TaraApartment, Delhi-110019.

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the 30th Annual Report and the Audited Accounts for the year ended 31st March, 2014.

1. FINANCIALS

S. No. Particulars 2013-14 2012-13

1. Total Income/Loss 942,839 440,598

2. Less: Total Expenses 11,32,743 2,30,75,996

3 Profit Before Tax (189,904) (2,26,35,398)

4. Current Tax - -

5 Profit/Loss after Tax (190,345) (2,26,42,296)

2. OPERATIONS

During the year under review, your Company achieved total income of Rs. 942,839 during the current year, as against Rs. 440,598 during the previous year. Net Profit before taxation for the financial year ended on 31st March, 2014 is Rs. (189,904) as against previous year is Rs. (2,26,35,398).

3. DIRECTORS

In accordance with the provisions of the Articles of Association of the Company Mr. Atul Joshi is due to retire by rotation and being eligible, offer himself for appointment.

4. DIVIDEND

In consideration of future prospects of the Company, your Board of Directors has decided to plough back the profits into the business operations of the Company

5. PUBLIC DEPOSIT

The Company has not accepted any deposits during the year under review.

6. AUDITORS

The Statutory Auditors M/s. Rupesh Mangal & Associates, Chartered Accountants (Firm Registration Number 021412N), holds office until the conclusion of the ensuing Annual General Meeting.

The Company has received undertaking from them to the effect that their appointment, if made, would be in accordance with the Act and that they are not disqualified for such re-appointment.

A Board of directors of the company has recommended their appointment in the ensuing Annual General Meeting.

7. AUDITOR''S 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 217 of the Companies Act, 1956.

8. INDUSTRIAL RELATIONS

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

9. SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

10. CONSOLIDATED FINANCIAL STATEMENTS

Since there is no subsidiary of the Company at present, hence no consolidated financial statements have been prepared.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 the Directors confirm:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) The Directors 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 as at 31st March, 2014 and of the Profit or Loss of the company for that period.

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The provisions of Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. Therefore, the information relating to conservation of energy or technology absorption etc. is not given. There has been no foreign exchange earnings and outgo during the year under Report.

13. PARTICULARS OF EMPLOYEES

The provisions of section 217(2A) of the Companies Act, 1956 are not applicable as no Employee was in receipt of remuneration to the extent laid down therein

14. PERSONNEL

The Management-Employees relations remained very cordial throughout the year. Your Directors wish to place on record their appreciation of sincere and devoted services rendered by all the workers and staff at all levels.

15. 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 co-operation and assistance.

By Order of the Board For VISHVAS PROJECTS LIMITED

Place: New Delhi Sd/- Sd/-

Date: 30th August, 2014 Ashok Marwah Atul Joshi

DIN: 0178756 DIN: 03051663

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Mar 31, 2012

Dear Shareholders,

The Directors have pleasure in presenting the 28th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS

YEAR ENDED YEAR ENDED 31ST MARCH, 2012 31ST MARCH, 2011 (RS. IN LACS) (RS. IN LACS)

Gross Income 5.20 3.25

Profit/Loss before Interest, Dep. and Tax 0.19 0.16

Depreciation 0.06 0.06

Profit/(Loss) 0.80 0.70

DIVIDEND

In view of the carry forward losses, your Directors regret their inability to recommend any dividend.

DIRECTORS

In accordance with the provisions of the Articles of Association of the Company Mr. Atul Joshi is due to retire by rotation and being eligible, offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

- In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

- 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 ended 31st March,2012 and of the Profit of the Company for that period.

- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies

PUBLIC DEPOSIT

The Company does not have any public deposits.

SUBSIDIARY COMPANIES

The Company does not have any Subsidiary Company.

AUDITORS

M/s Gaurav Ashok Jain & Associates, Chartered Accountants, New Delhi, retire at the conclusion of this Annual General Meeting. The Company has received notice from the expressing their inability for re-appointment as the statutory auditors of the Company. M/s Rupesh Mangal and Associates, Chartered Accountants being eligible for appointment, have expressed their willingness to be appointed, as statutory auditors of the Company. The auditor forwarded their certificate stating that their re-appointment, if made will be within the limit specified in that behalf in Sub Section (1B) of section 224 of the Companies Act, 1956. The Board hereby recommends their appointment to the Shareholders of the Company.

PARTICULARS OF EMPLOYEES

Particulars of employee pursuant to section 217 (2A) of the Companies Act, 1956, read with companies particulars of employees rules, 1975, as amended, and forming part of this director report are Nil.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Particulars as required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors), Rules 1988 are annexed hereto as Annexure –1, forming part of the report.

During the year under review, the Company did not have any foreign exchange earning or outgo.

LISTING WITH STOCK EXCHANGES

As per the requirement of Clause 49 of the Listing Agreement with Stock Exchange, the company hereby declares that the listing for its shares continued throughout the year with "Bombay Stock Exchange Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year therefore the provisions of Section 58A of the Companies Act, 1956 are not applicable to the Company.

FOREIGN EXCHANGE EARNING AND OUTGO -- NIL

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the continued support from its Bankers, Government Authorities, Business Constituents, shareholders & employees.

By Order of the Board

For Vishvas Projects Ltd.

Place: - New Delhi

Dated: -05-09-2012. Sd/- Sd/-

(Atul Joshi ) (Ashok Marwah)

Director Director

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Mar 31, 2009

The Directors have pleasure in presenting the 25rd Annual report together with the Audited Accounts of the company for the year ended 31st March 2009.

FINANCIAL RESULTS

YEAR ENDED YEAR ENDED

31st MARCH, 2009 31st MARCH, 2008

(RS. IN LACS) (RS. IN LACS)

Gross Income 14.63 354.09

Profit/Loss before Interest, Dep. and Tax 0.18 0.34

Depreciation 0.06 0.06

ProfiV(Loss) 0.06 0.10

DIVIDEND

In view of the carryforward losses, your Directors regret their inability to recommend any dividend.

DIRECTORS

In accordance with the provisions of the Articles of Association of the Company Mr. Nihar Ranjan Mishra is due to retire by rotation and being eligible, offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

- In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

- 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 ended 31st March ,2008 and of the Profit of the Company for+ that period.

- The Directors have 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 Companies and for preventing and detecting fraud and irregularities.

- The Directors have prepared the Annual Accounts on a going concern basis.

PUBLIC DEPOSIT

The company does not have any public deposits.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary Company.

AUDITORS

M/s Mehra Goel & Company, Chartered Accountants, New Delhi retire at the conclusion of this Annual General Meeting, being eligible for reappointment, have expressed their willingness to be re-appointed, as statutory auditors of the Company.

PARTICULARS OF EMPLOYEES

Particulars of employee pursuant to section 217 (2A) of the Companies Act, 1956, read with companies particulars of employees rules, 1975, as amended, and forming part of this director report are Nil.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Particulars as required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors), Rules 1988 are annexed hereto as Annexure 1, forming part of the report. During the year under review, the Company did not have any foreign exchange earning or outgo.

LISTING WITH STOCK EXCHANGES

As per the requirement of Clause 49 of the Listing Agreement with Stock Exchange, the company hereby declares that the listing for its shares continued throughout the year with "Bombay Stock Exchange Ltd. Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai 400 001.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year therefore the provisions of Section 58A of the Companies Act, 1956 are not applicable to the Company.

FOREIGN EXCHANGE EARNING AND OUTGO NIL

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the continued support from its Bankers, Government Authorities, Business Constituents, shareholders & employees.

By Order of the Board For Vishvas Projects Ltd.

Dated:-05.09.2009

(Ashok Marwah)

Place New Delhi Director

Place:- New Delhi

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Mar 31, 2008

The Directors have pleasure in presenting the 24th Annual report together with the Audited Accounts of the company for the year ended 31st March 2008.

FINANCIAL RESULTS

YEAR ENDED YEAR ENDED

31ST MARCH, 2008 31ST MARCH, 2007

(RS. IN LACS) (RS. IN LACS)

Gross Income 354.09 322.54

Profit/Loss before Interest, Dep. and Tax 0.34 62.99

Depreciation 0.06 0.02

Profit/(Loss) 0.10 62.75

DIVIDEND

In view of the carryforward losses, your Directors regret their inability to recommend any dividend.

DIRECTORS

In accordance with the provisions of the Articles of Association of the Company Mr. Satyender Kumar is due to retire by rotation and being eligible, offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

- In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

- 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 ended 31 * March,2008 and of the Profit of the Company for that period.

- The Directors have 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 Companies and for preventing and detecting fraud and irregularities.

- The Directors have prepared the Annual Accounts on a going concern basis.

PUBLIC DEPOSIT

The company does not have any public deposits.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary Company.

AUDITORS

M/s Mehra Goel & Company, Chartered Accountants, New Delhi retire at the conclusion of this Annual General Meeting, being eligible for reappointment, have expressed their willingness to be re-appointed, as statutory auditors of the Company.

PARTICULARS OF EMPLOYEES

Particulars of employee pursuant to section 217 (2A) of the Companies Act, 1956, read with companies particulars of employees rules, 1975, as amended, and forming part of this director report are Nil.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Particulars as required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors), Rules 1988 are annexed hereto as Annexure 1, forming part of the report. During the year under review, the Company did not have any foreign exchange earning or outgo.

LISTING WITH STOCK EXCHANGES

As per the requirement of Clause 49 of the Listing Agreement with Stock Exchange, the company hereby declares that the listing for its shares continued throughout the year with "Bombay Stock Exchange Ltd. PhirozeJeejeebhoy Towers, Dalai Street, Mumbai 400001.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year therefore the provisions of Section 58A of the Companies Act, 1956 are not applicable to the Company.

FOREIGN EXCHANGE EARNING AND OUTGO - NIL

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the continued support from its Bankers, Government Authorities, Business Constituents, shareholders & employees.

By Order of the Board

For Vishvas Projects Ltd.

Dated:-05.09.2008

(Ashok Marwah) Place:-New Delhi Director