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Directors Report of Vallabh Poly-Plast International Ltd.

Mar 31, 2014

Dear Shareholders,

The Directors hereby present the Twentieth Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2014.

FINANCIAL HIGHLIGHTS

(Rs. in Lakh)

Particulars 31/03/2014 31/03/2013

Gross Income 5.76 5.16

Expenditure 9.42 4.89

Profit/Loss before interest & depreciation & before extra ordinary items (3.66) 0.27

Less: Depreciation - -

Net Profit before Tax (3.67) 0.27

Less: Provision for Tax - 0.05

Less: Provision for FBT - -

Less: Minimum Alternative Tax Credit Entitlement - -

Extra ordinary item - -

Profit/(Loss) Available for Appropriation (3.67) 0.22

The Company is exploring new avenues/areas of business in order to rebuild the revenue stream for the Company and to create value for its shareholders.

DIVIDEND

The Company has not earned any divisible profits for the year under review. Hence, no dividend is recommended by the Board of Directors for the year ended 31st March 2014.

DIRECTORS

During the year, Mr. Alcide Neil D''souza resigned from Directorship of the Company with effect from 12th November, 2013. The Board places on record its appreciation for the invaluable guidance and services rendered by him during his tenure as Director on the Board of the Company.

Mr. B. S. Sharma (DIN 00230202), who retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sharma is appointed as a Whole-time Director of the Company for a period of three years effective from 27th August, 2014 without any remuneration.

According to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Ilidio Pereria [DIN 03036383], and Mr. Placid Naronha [DIN 03031999] as Independent Directors for a term of two consecutive years upto 31st March, 2016. The Company has received requisite notices in writing from the members proposing the names of Mr. Ilidio Manuel Pereria, and Mr. Placid Naronha for appointment as Independent Directors. The Company has received declarations from the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under section 149(6) of Companies Act, 2013 and clause 49 of the Listing Agreement with the Stock Exchange.

Brief resume of the above Directors proposed to be appointed/re-appointed, nature of their expertise in specific functional areas and the name of the public companies in which they hold the directorship and the Chairmanship/membership of the Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given as Annexure to the Notice convening the Annual General Meeting.

FIXED DEPOSITS

The Company has not accepted deposits from public within the meaning of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

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

Since the company is not carrying out any manufacturing activities, the particulars relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is not applicable.

AUDITORS

M/s. Ramesh Chaturvedi & Co., Chartered Accountants, the present Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Your Company has received a certificate as per the provisions of section 139 of the Companies Act, 2013 and to the effect that their re-appointment as Auditors of the Company, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for reappointment as Statutory Auditors of the Company.

Based on the recommendation of the Audit Committee, the Board of Directors in their meeting held on 27th August, 2014 recommended the appointment of M/s. Ramesh Chaturvedi & Co., Chartered Accountants, as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of 23rd Annual General Meeting of the Company, and that, the necessary resolution for appointing them as Statutory Auditors of the Company is being included in the notice of the 20th Annual General Meeting for the approval of the Members of the Company.

AUDITOR''S REPORT

The Auditors Report is self - explanatory and do not call for any further explanation.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement with the BSE Limited the following have been made a part of the Annual Report:

* Management discussion and Analysis Report

* Report on Corporate Governance

* Auditors Certificate regarding compliance of conditions of the Corporate Governance

* Declaration on compliance with Code of Conduct by Board Members and Senior Management Personnel.

PARTICULARS OF EMPLOYEES

The Company has no employees of the specified categories under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended up to date.

SECRETARIAL COMPLIANCE CERTIFICATE

The Secretarial Compliance Certificate for the financial year ended 31st March, 2014, confirming that the Company has complied with all the provisions of the Companies Act, 1956 and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) in the preparation of annual accounts, the applicable accounting standards and the requirement as set out under Schedule VI of the Companies Act, 1956 have been followed and there is no material departure for the same.

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimated 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 or loss of the company for that period.

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors have prepared the annual accounts for the year ended 31st March, 2014, on a going concern basis.

ACKNOWLEDGEMENT

Your Directors express their gratitude to the Company''s Bankers, BSE Limited and Others for their continued support and co-operation.

For and on behalf of the Board of Directors

Place: Mumbai B. S. Sharma Date: 27th August, 2014 Director


Mar 31, 2013

Dear Shareholders,

The Directors hereby present the Nineteenth Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

(Rs.in Lakhs) 31/03/2013 31/03/2012

Profit/Loss before interest & d epreciation & before extra ordinary items 0.27 0.56

Less: Depreciation - -

Net Profit before Tax 0.27 0.56

Less: Provision for Tax 0.05 0.17

Less: Minimum Alternative Tax Credit Entitlement. - -

Extra ordinary item - -

Profit/(Loss) Available for Appropriation 0.22 0.38

DIVIDENDS

In view of the inadequacy of the divisible profits, earned by the Company during the financial year 2012-2013, your Directors are unable to recommend any dividend for the financial year under review.

AUDITOR''S REPORT

The Auditors report is self - explanatory and do not call for any further explanation.

DIRECTORS:

During the year, Mr. Sattish D Jain, Director, had resigned from the Directorship of the Company with effect from 12th February, 2013. The Board placed on record his sincere appreciation for the invaluable guidance and services rendered by him during his tenure as Director of the Company.

DIRECTORS BY ROTATION

In accordance with the requirement of the Companies Act, 1956, Mr. B. S. Sharma is liable to retire by rotation and is eligible for re-appointment. Your Directors recommend his re-appointment in the ensuing Annual General Meeting as a Director of your Company.

FIXED DEPOSITS

During the year, the Company has not accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

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

Since the company is not carrying any manufacturing activities, the particulars relating to the conservation of energy and technology absorption, as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is not applicable.

The Foreign Exchange Earnings & Outgo is reported to be Nil during the year under review.

AUDITORS

M/s. Ramesh Chaturvedi & Co., Mumbai, Chartered Accountant, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. M/s. Ramesh Chaturvedi & Co., have sought re-appointment and confirmed that their re- appointment shall be within the limits of Section 224 (1B) of the Companies Act, 1956. The necessary eligibility certificate under Section 224(1B) of the Companies Act, 1956, was received from them. The Audit Committee and Board of Directors recommend the appointment of M/s. Ramesh Chaturvedi & Co., Chartered Accountants, as the auditors of your Company.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement entered with the Bombay Stock Exchange Limited the following have been made part of this Annual Report:

Management Discussion and Analysis

Report on Corporate Governance

Auditors Certificate regarding compliance of conditions of the Corporate Governance

Declaration on compliance with code of Conduct for the Board of Directors.

PARTICULARS OF EMPLOYEES

The Company has no employees of the specified categories under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended up to date.

SECRETARIAL COMPLIANCE REPORT

Secretarial Compliance Report for the financial year ending 31st March, 2013, pursuant to Section 383A of the Companies Act, 1956 as issued by M/s Milind Nirkhe & Associates a Company Secretary in Whole time Practice is enclosed herewith.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimated 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 or loss of the company for that period.

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

(iv) that the directors had prepared the annual accounts for the year ended 31st March, 2013, on a going concern basis.

ACKNOWLEGEMENT

Your Directors express their gratitude to the Company''s Bankers, Bombay Stock Exchange Limited, other statutory authorities, bodies, individuals for their continued support and co-operation.

For and on behalf of the Board of Directors

Place : Mumbai B. S. Sharma Placid Naronha

Date : 20th May, 2013 Director Director


Mar 31, 2011

Dear Shareholders,

The Directors hereby present the Seventeenth Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2011

FINANCIAL HIGHLIGHTS:

(Rs.inLakhs)

31/03/2011 31/03/2010

Profit/Loss before interest & depreciation & before extra ordinary items (1.84) (0.70)

Less: Depreciation - -

Net Profit before Tax (1.84) (0.70)

Less: Provision for Tax - -

Less: Provision for FBT

Less: Minimum Alternative Tax Credit Entitlement - -

Extra ordinary item - - Profit/(Loss) Available for Appropriation (1.84) (0.70)

DIVIDENDS:

The Company has not earned any divisible profits for the year under review.

Hence, the Board does not recommend any dividend for the year ended 31st March 2011.

OPERATIONS:

During the financial year ended 2010-2011, no commercial or manufacturing activity were carried out by the Company. As informed to the shareholders in the last Annual General Meeting, the Company has since complied with all the provisions of the listing agreement and the equity shares of the company were relisted on the Bombay Stock Exchange with effect from 28th July, 2010. During the current year, the equity shares of the Company were also admitted in Central Depository Services Limited (CDSL) with effect from 11th November, 2010. The shareholders who still hold the equity shares in physical form can now dematerailise their shareholdings in any the two depositories i.e. NSDL/CDSL. Due to relisting of the equity shares of the company, many shareholders have been benefited.

In the month of November, 2010, the takeover process of the your Company by Shri Dheeraj Wadhawan, the Acquirer and the PAC's was completed by acquiring majority shareholdings of the promoters/promoter group.

AUDITOR'S REMARKS UNDER SECTION 217(31:

The comments and remarks from the Auditors are self - explanatory and do not call for any further explanation.

DIRECTORS:

Appointment

Mr. B. S. Sharma and Mr. Placid Naronha were appointed as additional directors of the Company with effect from 30th May, 2011. Pursuant to Section 260 and Article 126 of the Articles of Association of the Company, they hold office upto the date of the ensuing Annual General Meeting. The Company has received notices under Section 257 of the Act along with the requisite deposit proposing the candidature of Mr. B. S. Sharma and Mr. Placid Naronha, as a Directors at the ensuing Annual General Meeting.

Resignations

Mr. Kiran U. Rathod, Mr. Vinod U Rathod and Mr. Tulsiram P Dangi resigned as the Directors of the Company with effect from 30th May 2011. The Board placed on record its gratitude and appreciation for the valuable assistance, advice and support rendered by them throughout their period of association with the Company.

Directors by Rotation

In accordance with the requirement of the Companies Act, 1956, Mr. Sattish D. Jain is liable to retire but is eligible for re-appointment. Your Directors recommend his re-appointment as Director of your Company.

PREFERENTIAL ALLOTMENT:

Your Company at the Extra - Ordinary General Meeting held on 23rd February, 2010 have obtained approval of shareholders of the Company for issue upto 78,04,100 Equity Shares of Rs. 10/- each for cash at par to the persons other than the existing shareholders of the Company on a Preferential basis. Your Company had made an application to BSE for in-principle approval for issue and allotment of securities. BSE had informed the company to furnish an undertaking about the re-computation of the price and collection of differential amount, if any. Your Company is also examining other avenues for raising the funds including the issue of shares on preferential allotment basis based on Trading History.

FIXED DEPOSITS:

The Company has not accepted deposits from public within the meaning of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Since the company is not carrying out any commercial or manufacturing activities, the particulars relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is not applicable.

AUDITORS:

M/s. Ramesh Chaturvedi & Co., Chartered Accountants, the present Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them as the Statutory Auditors of the Company until the conclusion of the next Annual General Meeting. M/s. Ramesh Chaturvedi & Co., have under Section 224 (1) of the Companies Act, 1956, furnished the certificate of their eligibility for re-appointment.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the listing agreement with the Bombay Stock Exchange Limited the following have been made a part of the Annual Report:

Management discussion and Analysis

Report on Corporate Governance

Auditors Certificate regarding compliance of conditions of the Corporate Governance Declaration on compliance with code of Conduct.

PARTICULARS OF EMPLOYEES:

The Company has no employees of the specified categories under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended up to date.

SECRETARIAL COMPLIANCE REPORT:

Secretarial Compliance Report for the financial year 31st March, 2011, pursuant to Section 383A of the Companies Act, 1956 is issued by a Company Secretary in Whole time in Practice is enclosed herewith.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and .estimated 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 or loss of the company for that period.

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

(iv) that the directors had prepared the annual accounts for the year ended 31st March, 2011, on a going concern basis.

APPRECIATION:

Your Directors express their warm appreciation to the Company's Bankers, Bombay Stock Exchange & Others for their continued support and co-operation.

For and on behalf of the Board of Directors

Place : Mumbai SATTISH D. JAIN KIRAN U. RATHOD

Date : 30th May, 2011 DIRECTOR DIRECTOR


Mar 31, 2010

The Directors hereby present the Sixteenth Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2010.

FINANCIAL HIGHLIGHTS:

(Rs.inLakhs)

31/03/2010 31/03/2009

Profit/Loss before interest & depreciation & before extra ordinary items (0.70) 0.96

Less: Depreciation

Net Profit before Tax (0.70) 0.96

Less: Provision for Tax - 0.10

Less: Provision for FBT

Less: Minimum Alternative Tax Credit Entitlement. - (0.10)

Extra ordinary item - 11.15

Profit/(Loss) Available for Appropriation (0.70) 11.15

Balance carried to Balance Sheet (0.70) 12.11

DIVIDENDS:

The Company has not earned any divisible profits for the year under review. Hence, the Board does not recommend any dividend for the year ended 31st March 2010.

OPERATIONS:

During the financial year ended 2009-2010 no commercial or Manufacturing activity were carried out by the Company. Presently your Company is a debt - free Company.

Your Company has at present exploring the possibilities of take over offer by Mr.Dheeraj Wadhwan, the Acquirer and the Person Acting in Concerns (PACs) in order to acquire majority of the post- issue Voting Capital of the Company subject to receipt of requisite approvals, consents and permissions, as may be required by the SEBI & Stock Exchange.

Your Directors are happy to inform you that all the pending compliances under various clauses of the Standard Listing Requirements of the Bombay Stock Exchange Limited have been complied with & there are no pending compliances from the companys side at present. Your Directors have also made efforts to get the revocation in trading of the Companys scrip from the Bombay Stock Exchange Limited & are happy to inform you that your company has got confirmation from the Bombay Stock Exchange Limited that your companys proposal for revocation of trading in the Companys Scrip will be considered in the next Committee Meeting & as a consequence to which large number of shareholders of the Company will be benefited & once again your Companys Scrip will be traded on the Bombay Stock Exchange Limited.. Your Directors are also happy to inform you that Company has got the Demat connectivity with NSDL for dematerialization of the Companys Shares.

Simultaneously all round efforts are being made to revive your Company and the Board is hopeful to see a break through in this regard in the near future.

AUDITORS REMARKS UNDER SECTION 217(3):

The comments and remarks from the Auditors are self - explanatory and do not call for any further explanation.

DIRECTORS:

Mr. Vinod U. Rathod, retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

During the year under review Mr. Alcide Neil Dsouza, Mr. Ilidio Manuel Pereria and Mr. Tulsiram Padmaji Dangi were inducted as Additional Directors of the Company whose tenure shall come to an end at the ensuring Annual General Meeting and they have offered their candidature for the post of Directorship of the Company.

PREFERENTIAL ALLOTMENT :

Your Company at the Extra - Ordinary General Meeting held on 23rd February, 2010 have approved for issue of 78,04,100 Equity Shares of Rs. 10/- for cash at par to the persons other than the existing shareholders of the Company on a Preferential basis. However, the allotment is yet to be done since the Company is waiting for requisite approvals, consents and permissions, from the Bombay Stock Exchange Ltd.

FIXED DEPOSITS:

The Company has not accepted deposits from public within the meaning of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo forms part of this report and is given by way of Annexure.

AUDITORS:

M/s Ramesh Chaturvedi & Co, Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the listing agreement with the Bombay Stock Exchange Limited the following have been made a part of the Annual Report:

. Management discussion and Analysis

. Report on Corporate Governance

. CEO Certification

. Declaration on compliance with code of Conduct. . Auditors Certificate regarding compliance of conditions of the

Corporate Governance

PARTICULARS OF EMPLOYEES:

The Company has no employees of the specified categories under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended up to date.

SECRETARIAL COMPLIANCE REPORT:

Secretarial Compliance Report pursuant to Section 383Aof the Companies Act,.1956 as issued by Company Secretary in Whole time in Practice is enclosed herewith.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Sec. 217(2AA) of the Companies Act, 1956:

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

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimated 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 or loss of the company for that period.

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

(iv) that the directors had prepared the annual accounts on a going concern basis.

APPRECIATION:

Your Directors express their warm appreciation to the Companys Bankers, Bombay Stock Exchange Limited & Others for their continued support and co-operation.

For and on behalf of the

Board of Directors Place : Mumbai SATISH D. JAIN

Date : 27th May, 2010 DIRECTOR

KIRAN U.RATHOD

DIRECTOR

 
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