Your Directors have pleasure in presenting their Thirty First Annual Report on the business together with the audited statement of accounts for the year ended 31st March 2012.

ENERGY CONSERVATION, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION Since the Company is not engaged in manufacturing, the particulars in respect of conservation of energy, Research and development, Technology Absorption are not required to be given.

FOREIGN EXCHANGE EARNINGS AND OUTGOING There was no foreign exchange earnings inflow and outflow during the financial year.

NOTICE

NOTICE IS HEREBY GIVEN THAT THE THIRTY FIRST ANNUAL GENERAL MEETING OF MEMBERS OF VISHVESHAM INVESTMENTS & TRADING LIMITED SHALL BE HELD ON FRIDAY, THE 28TH OF SEPTEMBER 2012 AT 10.30 A.M. AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT 612, DEVIKA TOWER, 6, NEHRU PLACE, NEW DELHI-110019 TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS:

1.      To receive, consider and adopt the audited Balance Sheet of the Company as at 31st March 2012 and the Profit and Loss Account for the year ended on that date along with the Reports of the Directors and Auditors thereon.

2.      To appoint a Director in place of Shri Abhiram Bajoria Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

3.      To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED that pursuant to the provisions of Section 224(1B) and other applicable provisions, if any, of the Companies Act, 1956, M/s. O. P. Bagla & Company, Chartered Accountants, the Statutory Auditors of the Company, who are retiring at the conclusion of this Annual General Meeting, be and are hereby reappointed as Statutory Auditors of the Company, for the financial year 2012-2013, to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting on a remuneration to be fixed by the Board of Directors.”

NOTES:

1.      A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND ON A POLL TO VOTE INSTEAD OF HIMSELF/HERSELF. SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY.

2.      The Books of Share Transfer and Register of Members shall be closed from Saturday, the 22nd day of September 2012 to Friday, the 28th day of September 2012 (both days inclusive).

3.      Proxies in order to be valid and effective must be delivered duly completed and signed must delivered at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.

4.      Members desirous of getting any information about the accounts and operations of the Company are requested to write their queries to the Company at least seven days before the meeting, so as the information may available at the meeting.

 DIRECTORS’ REPORT

Dear Members,

Your Directors have pleasure in presenting their Thirty First Annual Report on the business together with the audited statement of accounts for the year ended 31st March 2012.

 FINANCIAL RESULTS AND OPERATIONS

The working of the Company has incurred a Net Profit of Rs.103,372.00 during the year under review as compared to the Loss of Rs.86,900.00 incurred during the last year. Your Directors are hopeful and more confident of doing better in the current year.

DIVIDEND

The Directors do not recommend any dividend for the financial year ended on 31st March 2012.

 DIRECTORS

Shri Abhiram Bajoria, Director of the Company, who retires by rotation at this meeting being eligible, offer themselves for re-appointment. The Board recommends their reappointment.

 AUDITORS

The Auditors M/s. O. P. Bagla & Co. Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment to hold office until the conclusion of the next Annual General Meeting of the Company. The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits specified under Section 224 (1B) of the Companies Act, 1956. The Auditors’ Report read with the notes on accounts referred to, is self-explanatory and do not require any explanation from your Directors.

ENERGY CONSERVATION, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION

Since the Company is not engaged in manufacturing, the particulars in respect of conservation of energy, Research and development, Technology Absorption are not required to be given.

FOREIGN EXCHANGE EARNINGS AND OUTGOING

There was no foreign exchange earnings inflow and outflow during the financial year.

FIXED DEPOSITS

The Company has not accepted Fixed Deposits pursuant to Section 58A of the Companies Act, 1956. PARTICULARS OF EMPLOYEES U/S 217 (2A) OF COMPANIES ACT 1956 

During the year under review no employee of the Company was in receipt of remuneration exceeding the limits as laid down in section 217(2A) of the Companies Act, 1956. Therefore the information as required u/s 217(2A) of the Act, read with the Companies (particulars of employees) Rules, 1975 is not being given.

DIRECTOR’S RESPOSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, we hereby give the Responsibility statement as mentioned below:

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

b)     That 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 end of the financial year 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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d)     That the directors had prepared the annual accounts on a going concern basis. 

 LISTING

The equity shares of the Company continue to be listed at the Delhi Stock Exchange.

 COMPLIANCE CERTIFICATE

The Company has obtained a Compliance Certificate from Practicing Company Secretary pursuant to requirements of proviso to Sub section (1) of Section 383A and the same has been attached with Directors Report and forming part of it.

ACKNOWLEDGMENTS

The Board also wishes to place on record its gratitude for the continued support extended by all concerned.

DIRECTOR’S RESPOSIBILITY STATEMENT Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, we hereby give the Responsibility statement as mentioned below: a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) That 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 end of the financial year 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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) That the directors had prepared the annual accounts on a going concern basis.

DIVIDEND The Directors do not recommend any dividend for the financial year ended on 31st March 2012

PARTICULARS OF EMPLOYEES U/S 217 (2A) OF COMPANIES ACT 1956 During the year under review no employee of the Company was in receipt of remuneration exceeding the limits as laid down in section 217(2A) of the Companies Act, 1956. Therefore the information as required u/s 217(2A) of the Act, read with the Companies (particulars of employees) Rules, 1975 is not being given.