Vaishno Cement Company Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2025

Your Directors are pleased to present the 38^th Annual Report on the business and operations of the Company for the financial year ended 31^st March, 2025.

1. FINANCIAL PEFORMANCE:

The Audited Financial Statements of your Company as on 31^st March, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act"). The summarized financial highlights are depicted below:

(Amount in Lakhs)
	Year ended	Year ended
	31.03.2025	31.03.2024
Revenue From Operations	18.00	-
Other Income	-	-
Total Income	18.00	-
Total Expenses	12.69	7.43
Profit before tax (EBIDTA)	5.31	(7.43)
Taxation
- Current Tax	-	-
- Previous Tax	-	-
- Deferred Tax Asset	-	-
- MAT Credit Entitlement	-	-
Profit After Tax	5.31	(7.43)
Other Comprehensive Income (net of	-	-
tax)
Total Comprehensive Income for the	5.31	(7.43)
year

2. FINANCIAL HIGHLIGHTS:

During the year ended 31^st March 2025, Operational Revenue including other income was Rs. 18,00,000/- and Profit / (Loss) Before Tax was Rs. 5,31,000/- v/s nil revenue in previous year while Net Profit / (Loss) for the financial year ended 31^st March, 2025 was Rs. 5,31,000/- v/s Rs. (7,43,000)/- in previous year.

Your Company has taken several remedial steps to meet the challenges viz. measures in saving cost at all front of operations, optimize use of available resources etc.

3. BUSINESS OPERATIONS:

There is no change in business operation during the year.

4. DIVIDEND

During the Financial yea 2024-25, the company has not declared any dividend on Equity Shares.

5. TRANSFER TO RESERVE

The Board does not propose to transfer any amount to reserves during the Financial Year 202425.

6. DEPOSITS

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY 2024-25 or the previous financial years. Your Company did not accept any deposit during the year under review.

7.	SHARE CAPITAL:
	Particulars	As at 31^st March, 2025		As at 31^st March, 2024
	Particulars	Number of Shares	Amount	Number of Shares	Amount
	Authorised Capital: Equity Shares of Rs 10/- each	89,50,200	8,95,02,000	89,50,200	8,95,02,000
	Issued, Subscribed & Paid-Up Capital: Equity Shares of Rs 10/- each	89,50,200	8,95,02,000	89,50,200	8,95,02,000

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantee and investments made during the year under review, are given in the notes forming part of the financial statements.

9. CHANGE IN NATURE OF BUSINESS:

During the year under review, there is no change in the business of the Company.

10. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under review, the Company has no subsidiary, joint venture or associate companies.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31^st March, 2025, the Company''s Board had five members comprising of One Executive Directors, Four Independent Directors and including two Woman Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report. In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Company''s business for effective functioning. The key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms part of this Annual Report.

Appointment/ Cessation/ Change in Designation of Directors:

1. Mr. Nabin Kumar Jain (DIN: 07131373) has resigned as a Director of the company w.e.f. 17^thAugust, 2024.

2. Mr. Jagannath Jadhav (DIN: 10712437) has appointed as an Additional Director of the company w.e.f. 17^th August, 2024.

3. Mr. Jatin Nanji Chheda is appointed as the Whole Time Director and the Chief Financial Officer of the company w.e.f. 04^th October, 2024.

Declaration from Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent

Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Key Managerial Personnel:

During the period under review, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

1. Mr. Jatin Nanji Chheda, Chief Financial Officer (w.e.f. 04^th October, 2024)

2. Ms. Nandani Mimani, Company Secretary & Compliance officer (w.e.f. 17^th August, 2024)

12. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, the Board met 5 (Five) times on 30^th May, 2024, 13^th August, 2024, 17^th August, 2024, 04^th October, 2024, 14^th November, 2024, 13^th February, 2025 In accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

13. COMMITTEES OF BOARD:

The Board Committees play a crucial role in the governance structure of our Company and have been constituted to deal with specific areas / activities as mandated by applicable regulations, concerning the Company and need a closer review. These Committees play an important role in the overall management of day today affairs and governance of the Company. The Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for review and noting. During the year, all recommendations of the Committees of the Board have been accepted by the Board.

As on 31^st March 31, 2025, the Board has constituted the following Committees:

i. Audit Committee

The Audit Committee of the Board of Directors meets the criteria laid down under Section 177 of the Companies Act, 2013, read with regulation 18 of SEBI (Listing Obligation Disclosure Requirements) Regulation, 2015. The Audit Committee presently comprises of three directors. All the members of the Audit Committee have accounting and financial management knowledge. Ms. Jayita Bagchi is Chairperson of the Audit Committee.

During the year, the committee met 4 (Four) time i.e. 30^th May 2024, 13^th August 2024, 14^thNovember, 2024 and 13^th February, 2025

The Composition of the Audit Committee and the attendance of the members at the meeting held during the year are as follows:

Sr. No.	Particulars	Designation	Category	No. of Meeting attended
1	Ms. Jayita Bagchi	Chairperson	Independent Director	4
2	Ms. Rajeswari Bangal	Member	Independent Director	4
3	Mr. Suman Das	Member	Independent Director	4

The terms of reference to the Audit Committee inter alia includes:

â¢ Oversight of Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

â¢ Recommend to the Board, the appointment, reappointment, remuneration and terms of appointment of auditors of the Company and, if required, their replacement or removal.

â¢ Approve payment to statutory auditors for any other services rendered by them.

â¢ Review, with the management, the quarterly and annual financial statements and auditors report thereon before submission to the Board for approval.

â¢ Approve appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate.

â¢ Review and monitor the auditor''s independence, performance and effectiveness of audit process.

â¢ Review the adequacy of internal audit function, including the structure of the internal audit department, if any, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit, etc.

ii. Nomination and Remuneration Committee (NRC):

The Nomination and Remuneration Committee of the Board of Directors meets the criteria laid down under Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligation Disclosure Requirements) Regulation, 2015. The Nomination and Remuneration Committee presently comprises of three members. Ms. Jayita Bagchi was appointed as Chairman.

During the year, the committee met 2 (Two) time i.e. 17^th August, 2024 and 04^th October, 2024 The Composition of the Nomination and Remuneration Committee and the attendance of the members at the meeting held are as follows:

Sr. No.	Particulars	Designation	Category	No. of Meeting attended
1	Ms. Jayita Bagchi	Chairperson	Independent Director	2
2	Ms. Rajeswari Bangal	Member	Independent Director	2
3	Mr. Suman Das	Member	Independent Director	2

The terms of reference to the Nomination and Remuneration Committee inter alia includes:

â¢ The Company has framed a policy as per Section 178 of the Companies Act, 2013 for selection and appointment of Directors, Senior Management and their remuneration same is posted on the website of the company.

â¢ Determine the compensation package of the Executive Directors, Secretary and other senior management personnel.

â¢ Formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees.

â¢ Formulate the criteria for evaluation of performance of Independent Directors and the Board of Directors.

â¢ Devise a policy on diversity of Board of Directors.

â¢ Identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board of Directors their appointment and removal.

â¢ Decide on whether to extend or continue the term of appointment of the Independent Directors, on the basis of the performance evaluation report of Independent Directors.

Remuneration Policy

The Nomination and Remuneration Committee has considered the factors laid down under

Section 178(4) of the Companies Act, 2013 while formulating the Remuneration Policy.

Remuneration to Non-Executive Directors

The Company has not paid any Remuneration to the Non- Executive Directors of the company

during the period under review.

Remuneration to Executive Directors/ KMP

The Company has not paid any Remuneration to the Executive Directors of the company during

the period under review.

iii. Stakeholder Relationship Committee:

The Stakeholder and Relationship Committee of the Board of Directors meets the criteria laid down under Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligation Disclosure Requirements) Regulation, 2015. The Stakeholder and Relationship Committee presently comprises of 3 (Three) members. Mr. Jatin Nanji Chheda is Chairman of the committee.

During the year, the committee met 4 (Four) time i.e. 30^th May 2024, 13^th August 2024, 14^thNovember, 2024 and 13^th February, 2025

The Composition of the Stakeholder and Relationship Committee and the attendance of the members at the meeting held are as follows:

Sr. No.	Particulars	Designation	Category	No. of Meeting attended
1	Ms. Jayita Bagchi	Chairperson	Independent Director	4
2	Ms. Rajeswari Bangal	Member	Independent Director	4
3	Mr. Suman Das	Member	Independent Director	4

The terms of reference to the Stakeholder Relationship Committee inter alia includes:

The Committee inter alia oversees the redressal of Member and investor complaints / requests for transmission of shares, sub-division and consolidation of share certificates, issue of duplicate share certificates, requests for dematerialization and rematerialization of shares, non-receipt of declared dividend and non-receipt of Annual Report. It also recommends measures for improvement in investor services. The Committee also keeps a close watch on the performance of Beetal Financial and Computer Services Private Limited, the Registrar & Share Transfer Agents (RTA) of the Company. The Committee also reviews various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports / statutory notices by the Members of the Company. The Committee meets as often as is necessary for resolution of important matters within its mandate.

Compliance Officer:

Ms. Nandini Mimani, Company Secretary & Compliance Officer pursuant to Regulation 6 of the SEBI (LODR) Regulations, 2015 with effect from 17^th August, 2024.

Details of complaints received and resolved during the year:
Complaints pending as on April 1, 2024	NIL
Number of Share holders'' complaints received during the year	NIL
Number of complaints resolved during the year	NIL
Number of complaints not solved to the satisfaction of shareholders	NIL
Number of pending complaints as on March 31, 2025	NIL

14. INDEPENDENT DIRECTORS'' MEETING:

The Independent Directors met on 30^th May, 2024 without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

15. BOARD EVALUATION:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board''s functioning such as composition of the Board and committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc. At the Board meeting that followed the above mentioned meeting of the Independent Directors, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

16. BOARD FAMILIARISATION AND TRAINING PROGRAMME:

The Board is regularly updated on changes in statutory provisions, as applicable to your Company. The Board is also updated on the operations, key trends and risk universe applicable to your Company''s business. These updates help the Directors in keeping abreast of key changes and their impact on your Company. An annual strategy retreat is conducted by your Company where the Board provides its inputs on the business strategy and long- term sustainable growth for your Company. Additionally, the Directors also participate in various programmes /meetings where subject matter experts apprise the Directors on key global trends. The details of such programmes are provided in the Corporate Governance Report, which forms part of this Annual Report.

17. DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and

the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2024-25.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the year;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

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

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. During the year, such control was tested and no reportable material weakness in the design or operation was observed.

19. CORPORATE SOCIAL RESPONSIBILITY

During the FY 2024-25, Corporate Social Responsibility is not applicable to the company.

20. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as a "Annexure A".

21. CORPORATE GOVERNANCE

Since the paid-up share capital of your Company and its net-worth was below the prescribed limit as per the regulation 15 of SEBI (LODR), Corporate Governance is not mandatory on the Company during the financial year 2024-2025 and accordingly, a separate section on Corporate Governance is not attached herewith.

22. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return as on 31^st March, 2025 is available on the Company''s website www.vaishnocement.com

23. RELATED PARTY TRANSACTIONS

There were no related party transactions during the financial year ended 31^st March, 2025. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no materially significant related party transactions during the Financial Year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

24. STATUTORY AUDITORS & AUDITORS'' REPORT:

Pursuant to the provisions of Section 139 of the Act, M/s. Manish Mahavir & Co., Chartered Accountants (Firm Registration No. 324355E) are the Statutory Auditors of the Company, as per their appointment at the 37^th AGM of the Company held on 30^th September, 2024, for a period of 5 (five) years.

The requirement of seeking ratification of members for continuing the appointment of Statutory Auditors at every AGM was withdrawn by the Companies (Amendment) Act, 2017 w.e.f. 07th May, 2018.

M/s. Manish Mahavir & Co., Chartered Accountants, have confirmed that they are eligible and are in compliance with the provisions specified under Section 141(3)(g) of the Act and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014.

The Report of the Statutory Auditor forming part of the Annual Report, does contain the qualification, reservation, adverse remark or disclaimer.

Sr.no	Secretarial Auditors Qualification	Management''s Response
1	Based on our examination which	The Company acknowledges the auditor''s
	includes test checks. The company	observation regarding the absence of an
	has not used accounting software for	audit trail (edit log) feature in the
	maintaining its books of accounts	accounting software used during the year.
	which have feature of audit trail (edit	Management is taking necessary steps to
	log) facility for the year for all	implement compliant accounting
	relevant transaction, so we could	software with audit trail functionality in
	not verify that.	the upcoming financial year.

25. SECRETARIAL AUDITORS & AUDITORS'' REPORT:

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board re-appointed M/s. Nishant Bajaj & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for FY 2024-25. The Secretarial Audit Report for the year under review is provided as "Annexure B" of this report.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to your approval being sought as the ensuing AGM M/s. Nishant Bajaj & Associates, Practicing Company Secretary, (C. P. No. 21538); (Peer Reviewed Firm- 2582/2022) has been appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for the first term of five consecutive financial years from FY 2025-26 till FY 2029.30. M/s. Nishant Bajaj & Associates, Practicing Company Secretary, has confirmed that he is not disqualified to be appointed as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor of your Company.

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India.

Sr.no	Secretarial Auditors Qualification	Management''s Response
1	The Company has not appointed any Internal Auditor under section 138 of the Companies Act 2013.	The same was due to inadvertent delay. Further the management will make sure for timely compliance.
2	The company has not appointed Company Secretary as requirement of	The Company was making endeavor to find the suitable candidate for the position of KMP which caused the inadvertent delay in filing the causal vacancy.

	the Companies Act, 2013 from 07^thJanuary, 2023 to 17^th August, 2024.
3	The company has not appointed Chief Financial Officer under section 203 of the Companies Act, 2013 from 01st April, 2024 to 03rd October, 2024	The Company was making endeavor to find the suitable candidate for the position of KMP which caused the inadvertent delay in filing the causal vacancy.

26. INTERNAL AUDITORS & AUDITORS'' REPORT:

During the period under the review, company has not appointed any Internal Auditor under section 138 of the Companies Act, 2013.

27. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report and is marked as "Annexure C" to this Report.

28. SEXUAL HARASSMENT POLICY

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. This has been widely communicated internally. Your Company has constituted ''Internal Complaints Committee'' to redress complaints relating to sexual harassment at its workplaces. The Company has not received any complaints relating to sexual harassment during financial year 2024-25.

i. Number of Complaints filed during the financial year - NIL

ii. Number of complaints disposed of during the financial year - NIL

iii. Number of complaints pending as on end of the financial year - NIL

29. MATERNITY BENEFITS COMPLIANCES:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. The Company has ensured that all eligible women employees are provided with maternity benefits and other entitlements as prescribed under the Act. The Company remains committed to providing a safe, supportive, and inclusive work environment for its women employees.

30. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Company''s Code of Conduct.

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.

The Whistle Blower Policy is available on the Company''s website at the www.vaishnocement.com

31. LISTING ON STOCK EXCHANGE

The Company shares are listed on The Calcutta Stock Exchange Ltd. And the BSE Ltd and the Company has paid the listing fees for the Financial Year 2024-25.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO ETC.

Conservation of Energy:

The Board has nothing to report under this. However, the company is taking adequate steps to see that the energy used by the company is the minimum under the given circumstance. Technology Absorption:

The Board has nothing to report under the head technology absorption.

Foreign Exchange Earnings and Outgo:

During the year, the total foreign exchange used was NIL (previous year Nil) and the total foreign exchange earned was NIL (previous year Nil).

33. RISK MANAGEMENT POLICY:

The Company has put in place Risk Management Policy compatible with the type and size of operations and risk perception. The said policy is drawn up based on the guidelines of SEBI and stock exchanges issued in this regard.

34. CYBER SECURITY:

In view of increased cyber-attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your

Company''s technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data. During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.

35. CODE OF CONDUCT:

The Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Company''s shares by Company''s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company''s shares and sharing Unpublished Price Sensitive Information ("UPSI").

The Code covers Company''s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information. The employees undergo a mandatory training/ certification on this Code to sensitize themselves and strengthen their awareness.

36. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any of its securities lying in demat/unclaimed suspense account arising out of public/bonus/right issues as at 31^st March, 2025. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters does not arise.

37. MATERIAL CHANGES AND COMMITMENTS

No Material Changes occurred during the period under review.

38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Courts/ Regulators or Tribunals impacting the going concern status and Company''s operations in future.

39. COMPLIANCE OF ACCOUNTING STANDARDS:

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

40. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

41. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no application made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

42. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT IN ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

43. DISCLOSURE RELATED TO FUND RECEIVED FROM DIRECTOR AND ITS RELATIVE:

The Company has received funds from its Directors and their relatives during the year under review. Such funds, being exempted under Rule 2(viii) of the Companies (Acceptance of Deposits) Rules, 2014, do not fall within the ambit of deposits. Accordingly, the Company has obtained necessary declarations from the Directors and their relatives confirming that the funds provided are out of their own sources and not borrowed.

44. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the audit committee and/or board under Section 143(12) of Act and Rules framed thereunder.

45. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT, 2013:

The Company acknowledges the auditor''s observation and clarifies that it did not use accounting software with an audit trail (edit log) feature for maintaining its books of account for the financial year ended 31st March, 2025.

The Company is in the process of evaluating and implementing accounting software that complies with the requirements prescribed under Rule 3(1) of the Companies (Accounts) Rules, 2014, including the audit trail functionality.

46. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATON) RULES 2014-RULE 9 OF THE COMPANIES ACT, 2013:

In Accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the Company to designate a responsible individual for ensuring compliance with statutory obligations.

The Company Secretary of the company has appointed by the Board of Director as the Designated Person under this rules.

47. APPRECIATION

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Co-operation extended to the Company by all valued customers and bankers of the Company.

Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts by the employees at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the year under review.

Mar 31, 2024

The Board of Directors of Vaishno Cement Company Limited are pleased to present the 37^thAnnual Report for the
Financial Year ended 31^stMarch, 2024, together with the Auditorsâ Report and Audited Accounts for the Financial
Year 2023-2024.

FINANCIAL SUMMARY/HIGHLIGHTS:

The summarized performance of the Company for the Financial Years 2023 -24 and 2022-23 are as under:

(Amount in Lakhs.)
	Year ended	Year ended
	31^st March, 2024	31^st March, 2023
Income	0.00	0.00
(Loss) / Profit before Finance Cost, Depreciation and Taxation	(7.43)	(5.16)
Less: Provision for Taxation	0.00	0.00
Add /(Less): Extra Ordinary Items	0.00	0.00
Profit/ (Loss) after Tax	(7.43)	(5.16)

FINANCIAL PERFORMANCE:

During the year under review, your Company recorded Loss of Rs. (7,42,869/-).

DIVIDEND& RESERVES:

The Board of Directors of your Company has decided not to declare any Dividend during the Financial Year in view
of loss during the year and absence of accumulated profits.

CHANGES IN SHARE CAPITAL:

There has been no change in the equity share capital of the company during the financial year under review.

PUBLIC DEPOSITS:

Your Company has not accepted any public deposits and, as such, no amount on account of principal or interest on
public deposits was outstanding as on the date of the Balance Sheet.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

Your Company do not have any Subsidiary Company, Joint Venture or Associate Companies as on the date of the
Balance Sheet.

LISTING:

The equity shares of the Company are presently listed on The Calcutta Stock Exchange Ltd. and Bombay Stock
Exchange Limited (ISIN INE116E01018) and the listing fees on the said Stock Exchange for the Financial Year
2023-2024 have not been paid.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

No material changes and commitments affecting the financial position of the Company occurred between the end of
the financial year to which this financial statement relates and the date of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis report for the year under review, as stipulated under SEBI (LODR)
Regulations, 2015 forming part of the Annual Report as:

Presently the Company is out of operation and the Board is contemplating over several measures to get the Company
in Roll.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of
Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been
set up to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of
sexual harassment complaints received and disposed of during each Calendar year:

â¢ No. of complaints received: Nil

â¢ No. of complaints disposed of: Nil

CORPORA TE SOCIAL RESPONSIBILITY (CSR):

Since your Company does not fall under the threshold laid down in section 135 of the Companies Act, 2013, the
provision

of section 134(3)(o) of the Companies Act, 2013 is not applicable and no disclosure is required by the Board.
CORPORA TE GO VERNANCE REPORT

Since the paid-up share capital of your Company and its net-worth was below the prescribed limit as per the regulation 15
of SEBI (LODR), Corporate Governance is not mandatory on the Company during the financial year 2023-2024 and
accordingly, a separate section on Corporate Governance is not attached herewith.

DIRECTORS&KEYMANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Act and the Companyâs Article of Association, Mr.
Suman Das (DIN: 09440355) retires by rotation at the ensuing Annual General Meeting and being eligible, offers
himself re-appointment in compliance with provisions of Companies Act, 2013.

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 Boardâs 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 (âAGMâ) of
the Company.

Details of Directors / KMP appointed and resigned during the year

Name	Designation	Date of Appointment	Date of Resignation
Namrata Gunaji Medhekar	Independent Director	3^rd November, 2022	19^th July, 2023
Prathamesh Ganpat Manjarekar	Independent Director	3^rd November, 2022	19^th July, 2023
Rohit Prakash Kankekar	Independent Director	3^rd November, 2022	19^th July, 2023
Prakash Pandurang Kankekar	Independent Director	3^rd November, 2022	19^th July, 2023

PARTICULARS OF EMPLOYEES:

None of the employees of the Company attract the provisions of Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 during the year under report and therefore no disclosure needs
to be made under the said provision.

DIRECTORâS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013 the Board of Directors here by state and confirm 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 had selected such accounting policies and applied consistently and have made judgements and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at 31.03.2024 and of the profit of the Company for the year ended 31.03.2024;

? 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;

? The Directors had prepared the annual accounts on a going concern basis;

? The Directors, had laid down Internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively; and

? 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.

DETAILS OF BOARD MEETINGS:

During the Financial Year under review5 (Five) meeting of Board of Directors were held i.e., on 30.05.2023,

19.07.2023, 11.08.2023, 14.11.2023&13.02.2024and its details are as follows:

Name of Directors	No. of Board Meeting(s) attended
Prakash Pandurang Kankekar (Resigned on 19-07-2023)	2/5
Jatin Nanji Chheda	5/5
Suman Das	5/5
Prathamesh Ganpat Manjarekar (Resigned on 19-07-2023)	2/5
Nabin Kumar Jain	5/5

The Company has duly complied with the provisions related to Notice, Minutes and Meetings as prescribed under
the Companies Act,2013, and Rules made thereunder, if any.

COMMITTEES OF BOARD:

â¢ AUDIT COMMITTEE:

In compliance with the provisions of section 177 of the Companies Act, 2013 and relevant rules made
thereunder, the Company has constituted the Audit Committee and the Audit Committee of the Board of
Directors met four times on 30.05.2023, 11.08.2023, 14.11.2023 & 13.02.2024 during the financial year under
review.

Name of Directors	Chairman/ Members	No.of Board Meeting(s) attended
Nabin Kumar Jain	Chairman	4/4
Jayita Bagchi	Members	3/4
Rajeshwari Bangal	Members	4/4
Rohit Prakash Kankekar (Resigned on 19-07-2023)	Members	1/4
Namrata Gunaji Medhekar (Resigned on 19-07-2023)	Members	1/4

â¢ NOMINA TION AND REMUNERA TION COMMITTEE:

In compliance with the provisions of section 178 of the Companies Act, 2013 and relevant rules made
thereunder, the Company has constituted the Nomination and Remuneration Committee and the details of
composition of the Nomination and Remuneration Committee of the Board of Directors are as under and the
Committee met one time on 29/09/2023 during the year under review:

Name of Directors	Chairman/ Members	No. of Board Meeting(s) attended
Nabin Kumar Jain	Chairman	1/1
Jatin Nanji Chheda	Members	1/1
Rajeshwari Bangal	Members	1/1

â¢ STAKEHOLDERS RELA TIONSHIP COMMITTEE.

In compliance with the provisions of section 178 of the Companies Act, 2013 and relevant rules made
thereunder, the Company has constituted the Stakeholders Relationship Committee and the and the details of
composition of the Stakeholders Relationship Committee of the Board of Directors are as under and
Committee met four times on 12/04/2023, 18/07/2023, 18/10/2023& 18/01/2024 during the financial year
under review.

Name of Directors	Chairman/ Members	No.of Board Meeting(s) attended
Nabin Kumar Jain	Chairman	4/4
Jayita Bagchi	Members	3/4
Namrata Gunaji Medhekar (Resigned on 19-07-2023)	Members	1/4
Rohit Prakash Kankekar (Resigned on 19-07-2023)	Members	1/4

There were no Complaints from the Investors received by the Board during the period under review.
DECLARATION BY INDEPENDENT DIRECTOR:

Mr. Nabin Kumar Jain, Mr. Suman Das, & Ms. Rajeswari Bangal are the Independent Directors on the Board of
your Company and they fulfill the conditions of Independence specified in Section 149(6) of the Companies Act,
2013 and Rules made thereunder and meet with the requirement of the Listing Agreement entered into with the
Stock Exchanges. A format letter of appointment to Independent Director as provided in Companies Act, 2013 and
the repealed Listing Agreement has been issued and disclosed on the website of the Company viz.
www.vaishnocement.com. Further,the Independent Directors of your Company, in the meeting held on 13.02.2024
has reviewed performance evaluation of Non-Independent Directors of the Company and other agendas in line with
the requirement of the Listing Agreement read with applicable provisions of Schedule IV of the Companies Act,
2013 were transacted thereat.

EXTRACT OF ANNUAL RETURN:

In terms of Section 92(3) of the Act, the draft Annual Return for the financial year ended 31st March, 2024 is
displayed on the website of the Company www.bengaltea.com and forms an integral part of this Annual Report. The
weblink for the same is www.vaishnocement.com

A UDITORS AND A UDITORSâ REPORT

M/s. Jain & Co., (Firm Regn. No. 302023E) Chartered Accountants, were appointed as the Statutory Auditors of the
Company on 14^th May, 2022 by the Board of Directors for a period of 5 years from the conclusion of the 37^th AGM
to the conclusion of the 41^st AGM of the Company which was approved by the Shareholders at the 39^th AGM of the
Company. M/s. Jain & Co. is a Peer Reviewed Firm. The Company has received letter from the Auditors to the
effect that their appointment, is within the prescribed limits under the Companies Act, 2013 and that they are not
disqualified.

SECRETARIAL A UDIT:

In terms of Section 204 of the Act and Rules made there under, Ms. Manisha Lath, Practicing Company Secretary,
had been appointed Secretarial Auditor of the Company. The Secretarial Audit Report, enclosed as Annexure C is
self-explanatory and does not call for any further comments.

REPORTING OF FRA UDS BY A UDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the Audit
Committee under Section 143(12) of the Companies Act, 2013 any fraud committed against the Company by its
officers or employees, the details of which need to be mentioned in the Boardâs Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Your Company has not given any loan, or provided any guarantee and no investments were made during the year
under review.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM SYSTEM:

The Company as per the section 177 of the Companies Act, 2013 and applicable clause of the Listing Agreement
formulated the Vigil (Whistle Blower) Mechanism which aims to provide a channel to the Directors and employees
to report to the management instances of unethical behavior, actual or unsuspected fraud or violation of the
Companyâs code of conduct. The policy provides adequate safeguard against victimization of employees and
Directors who avail of Whistle Blower/Vigil Mechanism and also provide for direct access to the Chairman of the
Audit Committee etc.

RELATED PARTY TRANSACTIONS:

There were no related party transactions during the financial year ended 31^st March, 2024. Therefore, the provisions
of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no materially significant related
party transactions during the Financial Year under review made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with the interest of the
Company at large. Thus, disclosure in Form AOC-2 is not required.

PERFORMANCE EVALUA TION:

Pursuant to the provisions of the Companies Act 2013, the Board has carried out an annual performance evaluation
of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination
& Remuneration and Stakeholders Committee. The Board of Directors expressed their satisfaction with the
evaluation process.

COST AUDIT

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and
Auditors) Rules, 2014 the Company was not required to appoint Cost Auditor to audit the cost records.

PARTICULARS OF EMPLOYEES

The Company had no employee who were in receipt of more than 1.02 Crores per annum during the year ended 31^stMarch, 2024 or of more than '' 8.5 Lakhs per month during any part thereof.

COMPANYâS POLICY ON APPOINTMENT AND REMUNERA TION

The Nomination and Remuneration Committee of the Board has formulated the Nomination and Remuneration
Policy, which broadly laid down the various principles for selection, appointment and payment of remuneration. The
said policy provides the procedure for selection and appointment of Board Members, Key Managerial Personnel
(KMPs) and Senior Management Personnel (SMPs) of your Company along with detailed framework for
remuneration to be paid to the members of the Board of Directors, Key Managerial Personnel (KMPs) and the Senior
Management Personnel (SMPs) of the Company. The Nomination and Remuneration Committee identifies suitable
candidates in the event of a vacancy being created on the Board on account of retirement, resignation or demise of an
existing Board member. Based on the recommendations of the Committee, the Board evaluates the candidate(s) and
decides on the selection of the appropriate member. The Committee along with the Board, reviews on an annual
basis, appropriate skills, characteristics and experience required of the Board as a whole and its individual members.
The Board members should be qualified, independent and have positive attributes. Brief aforesaid Policy has been
produced as hereunder:

(i) The remuneration policy aims to enable the Company to attract, retain and motivate highly qualified members
for the Board and other executive level.

(ii) The remuneration policy seeks to enable the Company to provide a well-balanced and performance-related
compensation package, taking into account shareholderâs interests, industry standards and relevant Indian corporate
regulations.

(iii) The remuneration policy will ensure that the interests of the Board members & senior executives are aligned
with the business strategy and risk tolerance, objectives, values and long-term interests of the Company and will be
consistent with the âpay-for-performanceâ principle.

(iv) Remuneration package largely consists of basic remuneration, perquisites, allowances and performance
incentives. The components of remuneration vary for different employee grades and are governed by industry
patterns, qualifications and experience of the employee, responsibilities handled by him, his individual
performances, etc.

INTERNAL FINANCIAL CONTROL:

The Companyâs internal control system is designed to ensure operational efficiency, protection and conservation of
resources, accuracy and promptness in financial reporting and compliance with laws and regulations. Efforts are
made by the management to maintain a sound financial and commercial practice capable of improving the efficiency
of the operations and sustainability of the business. The system ensures that all the assets are safeguarded and
protected against loss from unauthorized use or disposition and those are authorized, recorded and reported correctly.
All operating parameters are monitored and controlled. The Audit Committee of the Board of Directors also reviews
the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them, from
time to time.

RISK MANAGEMENT POLICY:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated
efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to 22aximize
the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization
Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive
management controls risk through means of a properly defined framework.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULA TORS:

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern
statusof the Company and its future operations

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS &
OUTGO:

As required under Section 134(3)(m) of the Companies Act, 2013 read with the and Rule 8(3) of Companies (Accounts)
Rules, 2014 the Company has no activity involving conservation of energy or technology absorption, foreign exchange
earnings and outgo.

BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34 of the SEBI Listing Regulation is not applicable to
your Company for the financial year ended March 31^st, 2024.

DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place Internal Complaints Committee for the Registered Office and Tea Division. The following is
the summary of Sexual Harassment complaints received and disposed of during the year 2023 -24:

No. of Complaints pending as on 1^st April, 2023: NIL

No. of Complaints received: NIL

No. of Complaints Disposed of: NIL

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
securities by the Directors, Officers and designated employees of the Company. The Code requires pre-clearance for
dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors, Officers and the
designated employees while in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation of the contribution of employees at all levels. Your
directors also take this opportunity to thank the Companyâs Bankers, Shareholders and all others concerned for their
valuable support and co-operation extended to the Company.

Place: Kolkata For and on behalf of the Board For and on behalf of the Board

Dated: 30^th day of May, 2024

Sd/- Sd/-

Jatin Nanji Chheda Rajeswari Bangui

Whole-time Director Director

DIN:09342630 DIN:09440356

Mar 31, 2023

The Board of Directors of Vaishno Cement Company Limited are pleapedstoit the Annual Repor tfor the F inancial Year ended 3^tlMarch, 2023, together with the Auditorsâ Report and Audited Accounts for the Financial Year 2022-2023.

FINANCIAL RESULTS:

The summarized performance of the Company for the F inancial Year-s2Q032and 2021 - 2C22 are as under:

	Year ended 31^st March, 2023	Year ended 31^st March, 2022
Income	0.00	0.00
(Loss) / Profit before Finance Cost, Depreciation T axation	(05.16)	(06.92)
Less: Provision for Taxation	0.00	0.00
Add /(Less): Extra Ordinary Items	0.00	0.00
Profit/ (Loss) after Tax	(05.16)	(06.92)

FINANCIAL PERFORMANCE:

During the year under review, your Company recorded LoRs. (5,5,936/ -).

DIVIDEND & RESERVES:

The Board of Directors of your Company has decided not to declare any Dividend during the F inancial Year in view of loss during the year and absence of accumulated profits.

CHANGES IN SHARE CAPITAL:

There has been no change in the equity share capital of the Company during the F inancial Year under review. PUBLIC DEPOSITS:

Your Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance S heet.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

Your Company do not have any Subsidiary Company, Joint Venture or Associate Companies as on the date of the Balance Sheet .

LISTING:

The equity shares of the Company are presently listed on The Calcutta Stock Exchange Ltd. and Bombay Stock Exchange Limited (ISIN INEIEQQB) and the listing fees on the said Stock Exchange for the Financial Year 2021 - 2023 have not been paid.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis report for the year uruveew, as stipulated under SEBI(LODR) Regulations, 2015 is set out in the annexure A forming part of the Annual Report

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place an A-Siexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 203. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual haras sment.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during each Calendar year:

â¢ No. of complaint s received: N il

â¢ No. of complaints disposed of: Nil

CORPORA TE SOCIAL RESPONSIBILITY (CSR):

Since your Company does not fall under the threshold laid down in section B5 of the Companies Act, 20B, the provision

of section B4(3)(o) of the Companies Act, 20B is not applicable and no disclosure is required by the Board. CORPORATE GOVERNANCE REPORT

Since the paidup share capital of your Company and its-wetth was below the prescribed limit as per the regulation 5 of SEBI (LODR), Corporate Governance is not mandatory on the Company during the financial yea0E32021 and accordingly, a separate section on Corporate Governance, is not attached herewith.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Act and the Companyâs Article of Association, Mr. Jatin Nanji Chheda (DIN: 09342630) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself ^appointment in compliance with provisions of Companies Act, 20B.

As per provisions oSection 49 of the 20B Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible ^appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Boardâs Report. Further Section 52 of the Act provides that the Independent Directors shall not be liable to retire by rotation in the Annual General Meeting (âAGMâ) of the Company.

Details of Directors / KMP appointed and resigned during the year

Name	Designation	Date of Appointment	Date of Resignation
Sonal Atal	Women Director	1^st October, 2021	B^rd November, 2022
Suman Das	Independent Director	8 ^th January, 2022	-
Rajeswari Bangal	I ndependent Director	B ^th January, 2022	-
Jayita Bagchi	Independent Women Director	November, 2022	_-
Namrata Gunaji Medhek ar	Independent Director	B^rd November, 2022	-
Prathamesh Ganpat Manjareka	Independent Director	B^rd November, 2022	_-
Rohit PrakasKankekar	Independent Director	B^rd November, 2022	_-
P r akas h P andur ang Kankekar	Independent Director	November, 2022	-
Jagrati Suhalka	Company Secretar y	2: ^st August, 2020	7^th January, 202B

PARTICULARS OF EMPLOYEES:

None of the employees of tKCompany attract the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204 during the year under report and therefore no disclosure needs to be made under the said provisi on.

DIRECTORSâ RESPONSIBILITY STA TEMENT:

Pursuant to Section B4 of the Companies Act, 20B the Board of Directors here by state and confir m 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 had selected such accounting policies and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 3KB.2023 and of the profit of the Company for the year ended 310B.2Q23;

? 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;

? The Directors had prepared the annual accounts on a going concern basis;

? The Directors, had laid down Internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively ; and

? 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.

DETAILS OF BOARD MEETINGS:

During the Financial Year under review, four (4) meeting of Board of Directors were held i.e., on 05/05/2022,

F/08/2022 CB/I/2C22 & 07/0/2023 and its details are as follows:

Name of Directors	No.of Board Meeting(s) attended
Prakash Pandurang Kankekar	2/4
Jatin N anji Chheda	4/4
Suman Das	4/4
Prathamesh Ganpat Manjarekar	2/4
N abin Kumar Jain	4/4
Jagrati Suhalk a	4/4

The Company has duly complied with the provisions related to NcMdautes and Meetings as prescribed under the Companies Act,20B and Rules made thereunder, if any.

COMMITTEES OF BOARD:

â¢ A UDIT COMMITTEE:

In compliance with the provisions of section F7 of the Companies Act,20B and relevant rules made thereunder, the Company has constituted the Audit Committee and the Audit Committee of the Board of Directors met four times on 28/05/2022, 2/08/2022, 2/12022/ & 4/02/2523 during the financial year under review.

Name of Directors	Chairman/ Members	No.of Board Meeting(s) attended
N abin Kumar Jain	Chairman	4/4
Jayita Bagchi (appointed w.e.f 03/1/2022)	Members	2/4
Rajeshwari Bangal	Members	4/4
Rohit Prakash Kankekar (appointed w.e.f 08/1/2022)	Members	2/4
N amrata Gunaji Medhekar (appointed w.e.f 08/1/2022)	Members	2/4

â¢ NOMINA TION AND REMUNERA TION COMMITTEE:

In compliance with the provisions of section 178 of the Companies Act, 20Bid relevant rules made thereunder, the Company has constituted the Nomination and Remuneration Committee and the details of composition of the Nomination and Remuneration Committee of the Board of Directors are as under and the Committee met one time on 29/09/2022 during the year under review:

Name of Directors	Chairman/ Members	No.of Board Meeting(s) attended
N abin Kumar Jain	Chairman	1/1
Jatin N anji Chheda	Members	1/1
Rajeshwari Bangal	Members	1/1

â¢ STAKEHOLDERS RELA TIONSHIP COMMITTEE:

In compliance with the provisions of section 78 of the Companies Act,20B and relevant rules made thereunder, the Company has constituted the Stakeholders Relationship Committee and the details of composition of the Stakeholders Relationship Committee of the Board of Directors are as under and Committee met four timon E/04/2022, E/07/2022, 8/1/2022 & E/0I2CEB during the financial year under review .

Name of Directors	Chairman/ Members	No.of Board Meeting(s) attended
N abin Kumar Jain	Chairman	4/4
Jayita Bagchi (appointed w.e.f 03/12022)	Members	1/4
N amrata Gunaji Medhekar (appointed w.e.f 03/1/2022)	Members	1/4
Sonal Atal (Resigned w.e.f 03/1/2022)	Members	3/4
Rohit PrakasK ankekar (appointed w.e.f 03/1/2022)	Members	1/4

There were no Complaints from the Investors received by the Board during the period under review.

DECLARA TION BY INDEPENDENT DIRECTOR:

Mr. Nabin Kumar Jain, Mr. Suman Das, Ms. Sonal Atal, &Ms. Rajeswari Bangal are the Independent Directors on the Board of your Company and they fulfill the conditions of Independence specified in Section 49(6) of the Companies Act, 20B and Rules made thereunder and meet with the requirement of the Listing Agreement entered into with the Stock Exchanges. A format letter of appointment to Independent Director as provided in Companies Act, 20B and the repealed Listing Agreement has been issued and disclosed on the website of the Company viz. www.vaishnocement.coiff.urther, thhndependent Directors of your Company, in the meeting held on 4.022023 has reviewed performance evaluation of N-ondependent Directors of the Company and other agendas in linwith the requirement of the Listing Agreement read with applicable provisions of Schedule IV of the Companies Act, 20B were transacted thereat.

EXTRACT OF ANNUAL RETURN:

Pursuant to section 92(3) of the Companies Act, 20B (''the Act'') and rule EQ of the Companies (Management and Administration) Rules, 204, extract of annual return is enclosed as Annexure B.

SECRETARIAL A UDIT:

In terms of Section 2C4 of the Act and Rules made there under, Ms. Manisha Lath, Practicing Company Secretary, had beenppointed Secretarial Auditor of the Company. The Secretarial Audit Report, enclosed as Annexure C is se-fxplanatory and does not call for any further comments.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Your Company has not given any loan, guarantee and no investments were made during the year under review.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM SYSTEM:

The Company as per the section 77 of the Companies Act, 20B and applicable clause of the Listing Agreement formulated the Vigil (Whistle Blower) Mechanism which aims to provide a channel to the Directors and employees to report to the management instances of unethical behavior, actual or unsuspected fraud or violation of the Companyâs code of conduct. The policy provides adequate safeguard against victimization of employees and Directors who avail of Whistle Blower/Vigil Mechanism and also provide for direct access to the Chairman of the Audit Committee et c.

RELATED PARTY TRANSACTIONS:

There were no related party transactions during the financial year ended 3KB.2023. Therefore, the provisions of Section B8 of the Companies Act, 20B were not attracted. Further, there are no materially significant related party transactions during the Financial Year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC not required.

PERFORMANCE EVAL UA TION:

Pursuant to the provisions of Companies Act 20B, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Committee. The Board of Directors expressed their satisfaction with the evaluation process.

COMPANYâS POLICY ON APPOINTMENT AND REMUNERA TION

The Nomination and Remuneration Committee of the Board has formulated the Nomination and Remuneration Policy, which broadly laid down the various principles for selection, appointment and payment of remuneration. The said policy provides the procedure for selection and appointment of Board Members, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your Company along with detailed framework for remuneration to be paid to the members of the Board of Directors, Key Managerial Personnel (KMPs) and the Senior Management Perssonel (SMPs) of the Company. The Nomination and Remuneration Committee identifies suitable candidates in the event of a vacancy being created on the Board on account of retirement, resignation or demise of an existing Board member B. ased on the recommendations of the Committee, the Board evaluates the candidate(s) and decide on the selection of the appropriate member. The Committee along with the Board, reviews on an annual basis, appropriate skills, characteristics and experience required of the Board as a whole and its individual mhinbers.

Board members should be qualified, independent and have positive attribuBrsief aforesaid Policy has been produced as hereunder:

(i) The remuneration policy aims to enable the Company to at traatn and motivate highly qualified members for the Board and other executive level.

(ii) The remuneration policyeeks to enable the Company to provide a wbiUanced and performanc-related compensation package, taking into account shareholderâs interests, industry standards and relevant Indian corporate regulations .

(iii) The remuneration policy will ensure that the interests of the Board members & senior executives are aligned with the business strategy and risk toleraAjeptives, values and longterm interests of the Company and will be consistent with the âpay-for-performanceâ principle.

(iv) Remuneration package largely consists of basic remuneratperquisites , allowances and performance incentives. The components of remuneration vary for different employee grades and are governed by industry patterns qualifications and experience of the employeeesponsibilities handled by his individual performances;.

INTERNAL FINANCIAL CONTROL:

made by the management to maintain a sound financial and commercial practice capable of improving the efficiency of the operations and sustainability of the business. The system ensures that all the assets are safeguarded and protected against loss from unauthorized use or disposition and those are authorized, recorded and reported correctly. All operating parameters are monitored and controlled. The Audit Committee of the Board of Directors also reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them, from time to time.

RISK MANAGEMENT POLICY:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximise the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

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 operat ions

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS &

OUTGO:

As required under Section 34(3)(m) of the Companies Act, 2013 read with the and Rule 8(3) of CompAheounts)

Rules, 204 the Company has no activity involving conservation of energy or technology absorption, foreign exchange earnings and outg.

BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 3heofSEBI Listing Regulation is not applicable to your Company for the financial year ended March 2321 3.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors, Officers and designated employees of the Company. The Code requcirairamce for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors, Officers and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of t he Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

ACKNO WLEDGEMENT:

Your directors wish to place on record their appreciation of the contribution of employees at all levels. Your directors also take this opportunity to thank the Companyâs Bankers, Shareholders and all others concerned for their valuable support and cooperation extended to the Company.

Place: Kolkata

Dated: 30th day of May, 2023 For and on behalf of the Board For and on behalf of the Board

S/d S/d

Jatin Nanji Chheda Rajeswari Bangui

Wholetime Director Director

DIN: 09342630 DIN: 09440356

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

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

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